Exhibit 2.6
INVESTORS RIGHTS AGREEMENT
THIS INVESTORS RIGHTS AGREEMENT (this “ Agreement ”), dated June 9, 2009, is entered into by
and among:
Each of the parties listed above referred to herein individually as a “ Party ” and collectively as the “ Parties
”.
RECITALS
(i) Leo Technology Limited
, a limited liability company organized and existing under the
laws of the British Virgin Islands (the “ Company ”);
(ii) China Techfaith Wireless Communication Technology Limited, a company organized and existing under
the laws of the Cayman Islands (the “ Listco ”);
(iii) Techfaith Wireless Technology Group Limited, a company established under the laws of British Virgin
Islands which is a directly wholly owned subsidiary of Listco (“ TechFaith BVI ”);
(iv) Techfaith Interactive Technology (Beijing) Limited (
), a company
organized under the laws of the PRC, also known as “One Net Entertainment Limited ( —
)” (the
“ WFOE ”);
(v) Beijing Techfaith Interactive Internet Technology Limited (
), a company
organized under the laws of the PRC (the “ Operating Company ”);
(vi) the individuals as set forth in Schedule I attached hereto (collectively, the “ Founders ”);
(vii) the entities as set forth in Schedule II attached hereto (collectively, the “ Note Purchasers ”); and
(viii) Infiniti Capital Limited, a company incorporated under the laws of British Virgin Islands (the “ Share
Purchaser ”, together with the Note Purchasers, the “ Investors ”).
(A) The Convertible Note and Share Purchase Agreement dated as of May 15, 2009 (the “ Purchase
Agreement ”) by and among the Company, the Note Purchasers, the Share Purchaser, and certain othe
parties thereto provides that the execution and delivery of this Agreement by the Parties hereto is a
condition precedent to the consummation of the Closing contemplated thereunder.
(B) The Parties seek to enter into this Agreement to set out the terms governing the rights and obligations of
the