LIMITED GUARANTEELimited Guarantee • October 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of September 30, 2022, is made by FNOF Dynamic Holdings Limited, a company incorporated under the laws of British Virgin Islands (the “Guarantor”), in favor of O2Micro International Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Unless otherwise indicated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to them in the Merger Agreement (as defined below).
CONSORTIUM AGREEMENTConsortium Agreement • June 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices • New York
This CONSORTIUM AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2022, by and among (a) the parties set forth in Schedule A hereto (each of them is referred to herein as a “Management Party,” and collectively, as the “Management Parties”) and (b) FNOF Precious Honour Limited, a company incorporated under the laws of British Virgin Islands (the “Sponsor”). The Management Parties and the Sponsor are referred to herein each as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of O2Micro International Limited, including Ordinary Shares represented by American depositary shares, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other person making such filings, except to the extent that he knows or has reason to believe that such information is inaccurate.
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • October 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices • New York
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 30, 2022 by and among Right Dynamic Investments Limited, a company incorporated under the laws of British Virgin Islands (“Holdco”), and the persons set forth on Schedule A hereto (each, a “Rollover Shareholder” and collectively, “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • October 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices • New York
This Interim Investors Agreement (the “Agreement”) is made as of September 30, 2022 by and among (i) the parties set forth in Schedule A hereto (each of them is referred to herein as a “Management Party,” and collectively, as the “Management Parties”), (ii) FNOF Dynamic Holdings Limited, a company incorporated under the laws of British Virgin Islands (“Sponsor,” collectively with the Management Parties, the “Investors,” and each, an “Investor”), (iii) Right Dynamic Investments Limited, a company incorporated under the laws of British Virgin Islands (“Holdco”), (iv) FNOF Precious Honour Limited, a company incorporated under the laws of British Virgin Islands and a wholly owned subsidiary of Holdco (“Parent”), and (v) Rim Peak Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). The Investors, Holdco, Parent and Merger Sub are collectively referred to as the “Parties” and e
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2022 • Kuo Chuan-Chiung • Semiconductors & related devices
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
September 30, 2022 Right Dynamic Investments Limited (“Holdco”) Wickhams Cay II, Road Town Tortola, VG1110 British Virgin Islands Re: Equity Commitment Letter Ladies and Gentlemen:Kuo Chuan-Chiung • October 3rd, 2022 • Semiconductors & related devices • New York
This letter agreement sets forth (a) the commitment of the undersigned (the “Sponsor”), subject to (i) the terms and conditions contained in an Agreement and Plan of Merger, dated as of the date hereof, by and among FNOF Precious Honour Limited, a company incorporated under the laws of British Virgin Islands and a wholly owned subsidiary of Holdco (“Parent”), Rim Peak Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”) and O2Micro International Limited, a company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the
