Irrevocable UndertakingMerger Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards
This undertaking will lapse and, without any prejudice to any accrued liabilities, will cease to have any effect (a) at the effective time of the Merger; or (b) if UEL announces that the proposed Merger will terminate and not complete prior to the EGM; or (c) the Merger has not taken effect within six (6) months from the date of this undertaking, whichever is the earlier.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 25, 2005 (this “Agreement”), among Multi-Fineline Electronix, Inc., a Delaware corporation (the “Company”), Wearnes Technology Pte. Ltd., a corporation organized under the laws of Singapore (“WT”), and United Wearnes Technology Pte. Ltd., a corporation organized under the laws of Singapore (“UWT”) (each, a “Stockholder” and collectively, the “Stockholders”), and WBL Corporation Limited, a corporation organized under the laws of Singapore (“WBL,” which, together with the Stockholders, are referred to herein as the “WBL Entities,” and together with the Company, the “Parties”). Capitalized but undefined terms shall have the meaning ascribed to such terms in Article I below.
February 4, 2016 Multi-Fineline Electronix, Inc. Attn: Mr. Reza Meshgin, President and Chief Executive Officer Irvine, California 92618Merger Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards
This letter agreement is being executed and delivered in connection with that certain Agreement and Plan of Merger among Multi-Fineline Electronix, Inc. (“Company”), a Delaware corporation, Suzhou Dongshan Precision Manufacturing Co., Ltd., a company organized under the People’s Republic of China (“Parent”), and Dragon Electronix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, entered into as of February 4, 2016 (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards • Delaware
This SUPPORT AGREEMENT, dated as of February 4, 2016 (this “Agreement”), is made and entered into by and between Suzhou Dongshan Precision Manufacturing Co., Ltd., a company organized under the law of the People’s Republic of China (“Parent”), United WBL Technology Pte Ltd, a Singapore corporation (“UWT”), WBL Technology (Private) Limited, a Singapore corporation (“WT”), United Engineers Limited, a Singapore corporation (“UEL” and, together with WT and UWT, each, a “Stockholder” and, collectively, the “Stockholders”).
February 4, 2016 Multi-Fineline Electronix, Inc. Attn: Mr. Reza Meshgin, PresidentTermination Fee Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards
JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2016 • United Engineers LTD • Printed circuit boards
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
