Asiainfo Holdings Inc Sample Contracts

Exhibit 2.1 SHARE PURCHASE AGREEMENT dated as of January 20, 2002 by and among AsiaInfo Holdings, Inc., Bonson Information Technology Holdings Limited
Share Purchase Agreement • February 21st, 2002 • Asiainfo Holdings Inc • Services-business services, nec • New York
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Draft of February 1, 2000
Underwriting Agreement • February 17th, 2000 • Asiainfo Holdings Inc • Services-business services, nec • New York
Draft of February 1, 2000
Underwriting Agreement • February 3rd, 2000 • Asiainfo Holdings Inc • Services-business services, nec
ARTICLE I DEFINITIONS
Asiainfo Holdings Inc • November 17th, 2000 • Services-business services, nec
AGREEMENT AND PLAN OF MERGER among SKIPPER LIMITED, SKIPPER ACQUISITION CORPORATION and ASIAINFO-LINKAGE, INC. Dated as of May 12, 2013
Agreement and Plan of Merger • May 13th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York

AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2013 (this “Agreement”), among Skipper Limited, a Cayman Islands exempted company with limited liability (“Parent”), Skipper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”).

AsiaInfo-Linkage Technologies (China), Inc Employment Contract
Asiainfo-Linkage, Inc • November 9th, 2010 • Services-prepackaged software

Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.

AsiaInfo Technologies (China), Inc Employment Contract
Asiainfo Holdings Inc • January 30th, 2009 • Services-business services, nec

Party A and Party B (hereinafter referred to as the “Parties”) have entered into this employment contract (“Contract”) on the basis of equal, voluntary and mutual consultation and negotiation and in accordance with the Labor Law of the People’s Republic of China and other relevant laws and regulations. Both Parties have agreed to comply with the provisions of this Contract.

EQUITY COMMITMENT LETTER May 12, 2013
Asiainfo-Linkage, Inc • May 14th, 2013 • Services-prepackaged software • New York
MASTER EXECUTIVE EMPLOYMENT AGREEMENT
Master Executive Employment Agreement • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software • Delaware

This Master Executive Employment Agreement, dated as of August 16, 2010 (this “Agreement”), is made and entered into by and between you and AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”). For purposes of this Master Agreement, “Group” means the Company and any direct or indirect subsidiaries of the Company.

CHANGE-OF-CONTROL SEVERANCE AGREEMENT
Change-of-Control • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software • Delaware

This Agreement, dated as of August 16, 2010, is made and entered into by and between AsiaInfo-Linkage, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at Zhongdian Information Tower, No. 6 Zhongguancun South Street, Beijing, People’s Republic of China (the “Company”), and Michael Wu, Vice President and Chief Financial Officer (the “Executive”).

LIMITED GUARANTEE
Limited Guarantee • May 13th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York

LIMITED GUARANTEE dated as of May 12, 2013 (this “Limited Guarantee”), by InnoValue Capital Ltd. (the “Guarantor”), in favor of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Guaranteed Party”).

Loan Agreement
Loan Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

This Loan Agreement (this “Agreement”) is made and entered into by and between the parties listed below as of June 2, 2006 in Beijing:

Exclusive Option Agreement
Exclusive Option Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party,” and they shall be collectively referred to as the “Parties”.

Share Pledge Agreement
Share Pledge Agreement • August 9th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

Pledgor is a citizen of the People’s Republic of China (“China” or “PRC”), and holds 25% of the equity interests in Lenovo Security. Lenovo Security is a limited liability company registered in Beijing, China. Lenovo Security intends to acknowledge the respective rights and obligations of Pledgor and Pledgee under this Agreement, and to provide any necessary assistance in registering the Pledge.

MASTER EXECUTIVE EMPLOYMENT AGREEMENT
Master Executive Employment Agreement • May 10th, 2004 • Asiainfo Holdings Inc • Services-business services, nec • Delaware

This Master Executive Employment Agreement, dated as of April 1, 2004 (this “Agreement”), is made and entered into by and between you and AsiaInfo Holdings, Inc., a Delaware corporation (the “Company”). For purposes of this Master Agreement, “Group” means the Company and any direct or indirect subsidiaries of the Company.

CHANGE-OF-CONTROL SEVERANCE AGREEMENT
Severance Agreement • March 5th, 2009 • Asiainfo Holdings Inc • Services-business services, nec • Delaware

This Agreement, dated as of January 19, 2009, is made and entered into by and between AsiaInfo Holdings, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at Zhongdian Information Tower, No. 6 Zhongguancun South Street, Beijing, People’s Republic of China (the “Company”), and Li Wei, Vice President and Chief Financial Officer (the “Executive”).

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MASTER EXECUTIVE EMPLOYMENT AGREEMENT
Master Executive Employment Agreement • June 7th, 2010 • Asiainfo Holdings Inc • Services-prepackaged software • Delaware

This Master Executive Employment Agreement, dated as of June 5, 2010 (this “Agreement”), is made and entered into by and between you and AsiaInfo Holdings, Inc., a Delaware corporation (the “Company”).

Consulting Agreement
Consulting Agreement • November 9th, 2009 • Asiainfo Holdings Inc • Services-business services, nec • Delaware

In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 19, 2006, by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”). Reference is made to that certain Stockholders Agreement (the “SHA”), dated as of October 9, 2006, by and between CITIC and PacificInfo, relating to the common stock of AsiaInfo Holdings, Inc., a Delaware corporation.

VOTING AGREEMENT
Voting Agreement • May 14th, 2013 • Asiainfo-Linkage, Inc • Services-prepackaged software • New York

VOTING AGREEMENT (this “Agreement”) dated as of May 12, 2013 among Skipper Holdings Limited, a Cayman Islands exempted company with limited liability (“Holdco”), Skipper Limited, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of Holdco (“Parent”) and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 hereto under the column titled “Shareholders” (each, a “Shareholder”, and collectively, the “Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2006, by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”). Reference is made to that certain Stockholders Agreement (the “SHA”), dated as of October 9, 2006, by and between CITIC and PacificInfo, relating to the common stock of AsiaInfo Holdings, Inc., a Delaware corporation.

MASTER EXECUTIVE EMPLOYMENT AGREEMENT
Master Executive Employment Agreement • November 9th, 2004 • Asiainfo Holdings Inc • Services-business services, nec

We are pleased to offer you the position of COO of Lenovo-AsiaInfo Technologies, Inc. (“LAI” or the “Company”). This Master Executive Employment Agreement, and the confidentiality and invention assignment provisions attached hereto as Appendix I (together, this “Agreement”), if accepted by you, along with the Supplementary Agreements (as defined below), sets forth the terms of your employment with LAI and the Group (as defined below). This offer is contingent on the occurrence of the consummation of AsiaInfo’s acquisition (the “Acquisition”) of certain assets constituting substantially all of the IT services business (the “Business”) of Lenovo Group Limited and its affiliates (collectively, “Lenovo”) and, if you accept this offer, it would take effect as of the date of the closing of the Acquisition (the “Closing Date”), which is currently anticipated to be October-1, 2004.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2006, by and between PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”), Fidelity Asia Principals LP (“Assignee”).

PROXY AGREEMENT
Proxy Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

This PROXY AGREEMENT, dated as of November 30, between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Center, George Town, Grand Cayman, Cayman Islands (“CITIC”), and Mr. Edward Suning Tian (“Tian”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec • New York

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2006 by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Centre, George Town, Grand Cayman, Cayman Islands (“CITIC”) and PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”).

Frame Contract
Asiainfo Holdings Inc • August 9th, 2006 • Services-business services, nec

In this Contract, each of Party A, Party B and Party C shall be referred to as a “Party”, and, collectively, referred to as the “Parties”.

Share Pledge Agreement
Share Pledge Agreement • November 9th, 2004 • Asiainfo Holdings Inc • Services-business services, nec

Pursuant to the Acquisition Agreement dated as of July 27, 2004 by and between AsiaInfo Holdings, Inc., a Delaware corporation (“AsiaInfo”) and Lenovo Group Limited, a Hong Kong corporation (“LGL”) (the “Acquisition Agreement”), and as supplemented and amended by Supplement and Amendment No.1 to Acquisition Agreement, dated as of October 1, 2004, by and between AsiaInfo and LGL (the “Supplement”; the Acquisition Agreement, as supplemented and amended by the Supplement, shall be referred to herein as the “Amended Acquisition Agreement”), this Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 19, 2004 in Beijing. In the event of any inconsistencies between the Amended Acquisition Agreement and this Agreement, the provisions of the Amended Acquisition Agreement shall prevail.

AsiaInfo-Linkage Technologies (China), Inc. Confidentiality and Non-Competition Agreement
Asiainfo-Linkage, Inc • February 28th, 2012 • Services-prepackaged software

Party A and Party B mutually recognize that Party B has the obligation to abide by certain information security and trade secret laws and regulations. Party A and Part B acknowledge and agree that any such violation may be subject to liabilities under certain provisions of Chinese criminal laws, the relevant sections of which are attached hereto as Exhibit A.

GUARANTEE & LOCKUP AGREEMENT
Guarantee & Lockup Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec • New York

THIS GUARANTEE & LOCKUP AGREEMENT (this “Guarantee”) is made and entered into as of October 9, 2006 by and between CITIC Capital MB Investment Limited, an exempted company organized and existing under the laws of the Cayman Islands with registered address at P.O. Box 2804, 4th Floor, Scotia Centre, George Town, Grand Cayman, Cayman Islands (“CITIC”) and Mr. Edward Suning Tian (“Guarantor”).

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