GOMO [Sungy Mobile] SC 13D/A: (Original Filing)
[Execution Version JOINDER AGREEMENT This Consortium Agreement” IDG” Senior Management Members Reference is hereby made to the Consortium Agreement dated May 18, 2015 (the “ CBC Schedule A In addition, each of the other Parties to the Consortium Agreement hereby agrees to amend and restate (1) Name of Party (2) Number of Company Ordinary Shares Rolled Over (3) Number of] [Execution Version AGREEMENT AND PLAN OF MERGER among SUNFLOWER PARENT LIMITED, SUNFLOWER MERGER SUB LIMITED and SUNGY MOBILE LIMITED Dated as of June 8, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 2 Section 1.01 Certain Defined Terms 2 Section 1.02 Other Defined Terms 11 Section 1.03 Interpretation; Headings 12 ARTICLE II THE MERGER 13 Section 2.01 The Merger] [Execution Version EQUITY CONTRIBUTION AND VOTING AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder Rollover Shareholders EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “ RECITALS Merger Sub Merger Agreement Merger WHEREAS, concurrently herewith, Parent, SUNFLOWER MERGER SUB LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“ Exchange] [Execution Version LIMITED GUARANTEE Li m ited Guarantee, dated as of June 8, 2015 (this “ Li m ited Guarantee ” ), by Freedom First Holdings Limited (the “ Guarant o r ”), in favor of Sungy Mobile Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Guaranteed Party ” ). Reference] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor CONFIDENTIAL June 5, 2015 Sunflower Merger Sub Limited Floor 17, Tower A China International Center No. 33 Zhongshan 3rd Road Yuexiu District Guangzhou 510055 People’s Republic of China Attention: Mr. Yuqiang Deng Project Sunflower Commitment Letter Ladies and Gentlemen: CMB NY we us Commitment Party Holdco Sponsors you Merger Sub] [SCHEDULE 13D (Amendment No. 1 )* Sungy Mobile Limited (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 per Share (“Class A Ordinary Shares”) (Title of Class of Securities) (1) 86737M100 (CUSIP Number) Quan Zhou IDG Capital Management (HK) Limited Unit 5505, The Centre 99 Queen’s Road Central, Hong Kong + (852) 2529-1016 (Name, Address and Telephone Number of]