0001193125-06-250736 Sample Contracts

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.

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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.

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”).

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”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2006 by and among 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”), Warburg, Pincus Ventures L.P., a Delaware limited partnership (“WPV”) and Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership (“WPVI”, WPV and WPVI collectively as “Sellers”).

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 20, 2006, by and between PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”), and Joy Power International Limited, a company organized and existing under the laws of the Commonwealth of the Bahamas. (“Assignee”).

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 11th, 2006 • Asiainfo Holdings Inc • Services-business services, nec

THIS AMENDMENT (this “Amendment”) to the Stock Purchase Agreement (as defined below) is made and entered into as of October 30, 2006 by and among 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”), Warburg, Pincus Ventures L.P., a Delaware limited partnership (“WPV”) and Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership (“WPVI”, WPV and WPVI collectively as “Sellers”).

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 21, 2006, by and between PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”), and Mrs. Wendi Murdoch (“Assignee”).

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

THIS AMENDMENT (this “Amendment”) to the Stockholders Agreement (as defined below) 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”).

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 17, 2006, by and between PacificInfo Limited, an international company organized and existing under the laws of the British Virgin Islands (“PacificInfo”), and Mr. James Jian Ding (“Assignee”).

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