Item 1.01
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Entry into a Material Definitive Agreement.
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Assignment of the Agreement and Plan of Merger and
Related Agreements and Amendment of the Agreement and Plan of Merger
On August 4, 2017, Unic Capital Management Co., Ltd.
(Unic Capital), Hubei Xinyan Equity Investment Partnership (Limited Partnership) (Parent) and Xcerra Corporation (the Company) entered into that certain Assignment and Assumption Agreement (the Merger
Assignment Agreement) pursuant to section 9.3 of that certain Agreement and Plan of Merger, dated as of April 7, 2017, by and among Unic Capital, China Integrated Circuit Industry Investment Fund Co., Ltd. (Sponsor) and the
Company (the Merger Agreement). Pursuant to the terms and conditions of the Merger Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capitals right, interests,
benefits, liabilities and obligations in and under the Merger Agreement (the Merger Assignment) and Parent has accepted the Merger Assignment and assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities
of Unic Capital arising under or relating to the Merger Agreement; provided, however, that, pursuant to the Merger Agreement, the Merger Assignment does not relieve Unic Capital from the performance of its obligations under the Merger Agreement in
the event Parent does not perform all of such obligations.
Also, on August 4, 2017, Unic Capital, Parent, Sponsor and the Company
entered into that certain Assignment and Assumption Agreement (the Equity Assignment Agreement) pursuant to that certain Equity Commitment Letter Agreement, dated as of April 7, 2017, by and between Unic Capital and Sponsor (the
Equity Letter Agreement). Pursuant to the terms and conditions of the Equity Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered to Parent all of Unic Capitals right, interests,
benefits, liabilities and obligations in and under the Equity Letter Agreement (the Equity Assignment) and Parent has accepted the Equity Assignment and assumed and agreed to pay, perform, fulfill and discharge all obligations and
liabilities of Unic Capital arising under or relating to the Equity Letter Agreement.
Also, on August 4, 2017, Unic Capital, Parent,
Sino IC Leasing Co., Ltd. (the Lender) and the Company entered into that certain Assignment and Assumption Agreement (the Debt Assignment Agreement) pursuant to that certain Debt Commitment Letter Agreement, dated as of
April 7, 2017, by and between Unic Capital and the Lender (the Debt Letter Agreement). Pursuant to the terms and conditions of the Debt Assignment Agreement, Unic Capital has irrevocably transferred, conveyed, assigned and delivered
to Parent all of Unic Capitals right, interests, benefits, liabilities and obligations in and under the Debt Letter Agreement (the Debt Assignment) and Parent has accepted the Debt Assignment and assumed and agreed to pay, perform,
fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the Debt Letter Agreement.
Also, on
August 4, 2017, Parent, Sponsor and the Company entered into that certain Amendment to the Agreement and Plan of Merger (the Amendment Agreement). Pursuant to the terms and conditions of the Amendment Agreement, the words
wholly-owned Subsidiary of Parent in the first paragraph of the Recitals, the second paragraph of the Recitals, Section 2.1, Section 6.19 and Section 9.3 of the Merger Agreement were deleted in their entirety and replaced
by the words controlled Subsidiary of Parent.
The foregoing descriptions of the Merger Agreement and the Amendment Agreement
are qualified in their entirety by reference to the Merger Agreement (incorporated by reference to the Companys Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission (the
SEC) on April 10, 2017) and the Amendment Agreement (attached hereto as Exhibit 2.1 and incorporated herein by reference). Additionally, the foregoing descriptions of the Equity Letter Agreement and the Debt Letter Agreement are
qualified in their entirety by reference to the description of such documents in the Companys Current Report on Form
8-K
filed with the SEC on April 10, 2017.