VOTING AGREEMENTVoting Agreement • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design • New York
VOTING AGREEMENT, dated as of June 7, 2012 (this “Agreement”), by and between TransCloud Company Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”) and the stockholders of China TransInfo Technology Corp., a Nevada corporation (the “Company”) listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
Dated 8 June 2012 FACILITY AGREEMENT between TransCloud Company Limited as Borrower and China Development Bank Corporation Hong Kong Branch as Lender relating to a US$96,000,000 Term Loan FacilityFacility Agreement • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design • Hong Kong
CONTRIBUTION AGREEMENTContribution Agreement • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2012 by and among TransCloud Company Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Shudong Investments Limited, a British Virgin Islands company (“Holdco”), and the stockholders of China TransInfo Technology Corp., a Nevada corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
CONTRIBUTION AGREEMENTContribution Agreement • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2012 by and among TransCloud Company Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), Shudong Investments Limited, a British Virgin Islands company (“Holdco”), and SAIF Partners III L.P., a limited partnership formed under the laws of the Cayman Islands (the “Rollover Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
