China TransInfo Technology Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

EXECUTION VERSION

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 8, 2012 (this “Limited
Guarantee”), by Mr. Shudong Xia and SAIF Partners IV L.P. (the
“Guarantors”) in favor of China TransInfo Technology Corp., a Nevada
corporation (the “Guaranteed Party”). Capitalized terms used but not
defined in this Limited Guarantee shall have the meanings assigned to such terms
in the Merger Agreement (as defined below).

1.                 GUARANTEE. (a) To induce the Guaranteed Party to
enter into that certain Agreement and Plan of Merger, dated as of the date
hereof (as amended, supplemented or otherwise modified from time to time in
accordance with its terms, the “Merger Agreement”), by and among the
Guaranteed Party, TransCloud Company Limited, a Cayman Islands exempted company
with limited liability (“Parent”) and TransCloud Acquisition, Inc., a
Nevada corporation and a wholly-owned subsidiary of Parent (“Merger
Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed
Party, each Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to the Guaranteed Party the due and punctual performance and
discharge of all of the payment obligations of Parent and Merger Sub with
respect to the payment of (i) the Parent Termination Fee pursuant to Section
8.3(c) of the Merger Agreement, (ii) any reimbursement of costs and expenses
pursuant to the last sentence of Section 8.3(d) of the Merger Agreement, and
(iii) any amount in respect of which the Guaranteed Party is reimbursed by
Parent or Merger Sub pursuant to Section 6.8(a) of the Merger Agreement
(collectively, the “Obligations”); provided that, notwithstanding
anything to the contrary contained in this Limited Guarantee, in no event shall
such Guarantor’s aggregate liability under this Limited Guarantee exceed such
Guarantor’s respective percentage, as set forth opposite its or his name on
Annex A hereto, of the amount of the Obligations (the “Maximum Amount”).
No Guarantor shall have any obligations or liability to any Person relating to,
arising out of or in connection with this Limited Guarantee other than as
expressly set forth herein.

(b)                 Subject to the terms and conditions of this Limited
Guarantee, if Parent fails to pay the Obligations when due, then all of the
Guarantors’ liabilities to the Guaranteed Party hereunder in respect of such
Obligations shall become immediately due and payable and the Guaranteed Party
may, at the Guaranteed Party’s option, take any and all actions available
hereunder or under applicable Law to collect such Obligations from the
Guarantors (subject to each Guarantor’s Maximum Amount). In furtherance of the
foregoing, the Guarantors acknowledge that the Guaranteed Party may, in its sole
discretion, bring and prosecute a separate action or actions against the
Guarantors for the full amount of the Obligations (subject to each Guarantor’s
Maximum Amount), regardless of whether any action is brought against Parent or
Merger Sub. Each Guarantor agrees, severally but not jointly nor jointly and
severally, to pay on demand its pro rata portion (based on the percentage set
forth in Annex A hereto) of all reasonable and documented out-of-pocket expenses
(including reasonable fees and expenses of counsel) incurred by the Guaranteed
Party in connection with enforcement of its rights hereunder if (i) any of the
Guarantors assert in any litigation or other proceeding that this Guarantee is
illegal, invalid or unenforceable in accordance with its terms or (ii) any of
the Guarantors fail or refuse to make any payment to the Guaranteed Party
hereunder when due and payable and it is judicially determined that the
Guarantors are required to make such payment hereunder.

2.                 NATURE OF GUARANTEE. The Guaranteed Party shall not
be obligated to file any claim relating to the Obligations in the event that
Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar
proceeding, and the failure of the Guaranteed Party to so file shall not affect
the Guarantors’ obligations hereunder. This is an unconditional guarantee of
payment and not of collectability. Each Guarantor reserves the right to assert
defenses which Parent or Merger Sub may have to payment of any Obligations,
other than defenses arising from the bankruptcy or insolvency of Parent or
Merger Sub and other defenses expressly waived herein.




3.                 CERTAIN WAIVERS. Each Guarantor agrees that the
Guaranteed Party may at any time and from time to time, without notice to or
further consent of such Guarantor, extend the time of payment of any of the
Obligations, and may also make any agreement with Parent or Merger Sub for the
extension, renewal, payment, compromise, discharge or release thereof, in whole
or in part, or for any modification of the terms thereof or of any agreement
between the Guaranteed Party, Parent or Merger Sub without in any way impairing
or affecting each Guarantor’s obligations under this Limited Guarantee or
affecting the validity or enforceability of this Limited Guarantee. Each
Guarantor agrees that the obligations of such Guarantor hereunder shall not be
released or discharged, in whole or in part, or otherwise affected by (a) the
failure of the Guaranteed Party to assert any claim or demand or to enforce any
right or remedy against Parent, Merger Sub, or any other person interested in
the transactions contemplated by the Merger Agreement; (b) any change in the
corporate existence, structure or ownership of Parent, Merger Sub, or any other
Person interested in the transactions contemplated by the Merger Agreement; (c)
any insolvency, bankruptcy, reorganization or other similar proceeding affecting
Parent, Merger Sub or any other Person interested in the transactions
contemplated by the Merger Agreement; (d) the existence of any claim, set-off or
other right which such Guarantor may have at any time against Parent, Merger Sub
or the Guaranteed Party, whether in connection with the Obligations or
otherwise; (e) the adequacy of any other means the Guaranteed Party may have of
obtaining repayment of any of the Obligations; (f) any change in the time, place
or manner of payment of the Obligations or any rescission, waiver, compromise,
consolidation or other amendment or modification of any of the terms or
provisions of the Merger Agreement made in accordance with the terms of Section
8.4 thereof or any agreement evidencing, securing or otherwise executed in
connection with the Obligations; (g) the addition, substitution or release of
any entity or other Person interested in the transactions contemplated by the
Merger Agreement; or (h) any discharge of any Guarantor as a matter of
applicable Law (other than as a result of, and to the extent of, payment of the
Obligations in accordance with the terms of the Merger Agreement). To the
fullest extent permitted by applicable law, each Guarantor hereby expressly
waives any and all rights or defenses arising by reason of any applicable Law
which would otherwise require any election of remedies by the Guaranteed Party.
Each Guarantor waives promptness, diligence, notice of the acceptance of this
Limited Guarantee and of the Obligations, presentment, demand for payment,
notice of non-performance, default, dishonor and protest, notice of the
incurrence of any Obligations and all other notices of any kind, all defenses
which may be available by virtue of any valuation, stay, moratorium law or other
similar Law now or hereafter in effect, any right to require the marshaling of
assets of any Person interested in the transactions contemplated by the Merger
Agreement, and all suretyship defenses generally (other than defenses to the
payment of the Obligation (x) that are available to Parent or Merger Sub under
the Merger Agreement, (y) in respect of a breach by the Guaranteed Party of this
Limited Guarantee or (z) in respect of fraud or willful misconduct of the
Guaranteed Party or any of its Affiliates in connection with the Merger
Agreement), including, without limitation, any event, condition or circumstance
that might be construed to constitute, an equitable or legal discharge of such
Guarantor’s obligations hereunder. Each Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the transactions
contemplated by the Merger Agreement and that the waivers set forth in this
Limited Guarantee are knowingly made in contemplation of such benefits.




The Guaranteed Party hereby covenants and agrees that it shall
not institute, directly or indirectly, and shall cause all of its Related
Persons (as defined below) not to institute, any proceeding or bring any other
claim (whether in tort, contract or otherwise) arising under, or in connection
with, the Merger Agreement, the Equity Financing or the transactions
contemplated thereby against the Guarantors or any Non-Recourse Party (as
defined below), except for (i) claims against the Guarantors under this Limited
Guarantee (subject to the limitations contained herein) and (ii) claims against
Parent and Merger Sub under the Merger Agreement ((i) and (ii) collectively, the
“Retained Claims”). The Guaranteed Party hereby agrees that to the extent
Parent or Merger Sub is relieved of all or any portion of its payment
obligations under the Merger Agreement (other than by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar Laws,
affecting creditors’ rights generally, or general equitable principles (whether
considered in a proceeding in equity or at Law)), each Guarantor shall be
similarly relieved of its corresponding obligations under this Limited
Guarantee.

4.                 NO WAIVER; CUMULATIVE RIGHTS. No failure on the part
of the Guaranteed Party to exercise, and no delay in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by the Guaranteed Party of any right, remedy or power
hereunder preclude any other or future exercise of any right, remedy or power
hereunder. Each and every right, remedy and power hereby granted to the
Guaranteed Party or allowed it by Law or other agreement shall be cumulative and
not exclusive of any other, and may be exercised by the Guaranteed Party at any
time or from time to time.

5.                 REPRESENTATIONS AND WARRANTIES. Each Guarantor (other
than, in the case of Mr. Shudong Xia, the representations and warranties
contained in Sections 5(a) and 5(b)(i)) hereby represents and warrants to the
Guaranteed Party that:

(a)                 such Guarantor is a legal entity duly organized and validly
existing under the Laws of its jurisdiction of organization;

(b)                 the execution, delivery and performance of this Limited
Guarantee have been duly authorized by all necessary action and do not
contravene (i) any provision of such Guarantor’s charter documents, partnership
agreement, operating agreement or similar organizational documents or (ii) any
Law or contractual restriction binding on the Guarantor or its assets;

(c)                 all consents, approvals, authorizations and permits of,
filings with and notifications to, any Governmental Entity necessary for the due
execution, delivery and performance of this Limited Guarantee by such Guarantor
have been obtained or made and all conditions thereof have been duly complied
with, and no other action by, and no notice to or filing with, any Governmental
Entity or regulatory body is required from such Guarantor in connection with the
execution, delivery or performance of this Limited Guarantee;

(d)                 this Limited Guarantee constitutes a legal, valid and
binding obligations of such Guarantor enforceable against such Guarantor in
accordance with its terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar Laws
affecting creditors’ rights generally and (ii) general equitable principles
(whether considered in a proceeding in equity or at Law); and

(e)                 (i) such Guarantor is solvent and shall not be rendered
insolvent as a result of its execution and delivery of this Limited Guarantee or
the performance of its obligations hereunder, (ii) such Guarantor has the
financial capacity to pay and perform its obligations under this Limited Guarantee, and (iii) all funds
necessary for such Guarantor to fulfill its obligations under this Limited
Guarantee shall be available to such Guarantor for so long as this Limited
Guarantee shall remain in effect in accordance with Section 8 hereof.




6.                 NO ASSIGNMENT. Neither the Guarantors nor the
Guaranteed Party may assign its rights, interests or obligations hereunder to
any other Person (except by operation of Law) without the prior written consent
of the other party hereto.

7.                 NOTICES. All notices, requests and other
communications to any party hereunder shall be given in the manner specified in
the Merger Agreement (and shall be deemed given as specified therein) as
follows:

if to Mr. Shudong Xia, to:

c/o China TransInfo Technology Corp.
9th Floor, Vision
Building,
39 Xueyuanlu, Haidian District,
Beijing 100191, China


Attention: Mr. Shudong Xia
Facsimile: +86 10 5169
1666


with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China
World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004 China


Attention: Peter X. Huang
Facsimile: +86 10 6535
5577


if to SAIF, to:

SAIF Partners IV L.P.
2516-2520, Two Pacific Place
88
Queensway, Hong Kong
Attention: Andrew Y. Yan
Facsimile: +852 2234
9116


or to such other address or facsimile number as the Guarantors
shall have notified the Guaranteed Party in a written notice delivered to the
Guaranteed Party in accordance with the Merger Agreement. All notices to the
Guaranteed Party hereunder shall be given as set forth in the Merger
Agreement.




8.                 CONTINUING GUARANTEE. This Limited Guarantee will
terminate, and be of no further force or effect, upon the earlier of (a) the
Effective Time, (b) the termination of the Merger Agreement in accordance with
its terms by mutual consent of the parties thereto or under circumstances in
which Parent and Merger Sub would not have any Obligations (including, without
limitation, the obligation to pay the Parent Termination Fee pursuant to Section
8.3(c) of the Merger Agreement) and (c) the 90th day following the
termination of the Merger Agreement in accordance with its terms under
circumstances in which Parent or Merger Sub would have such Obligations (including, without limitation, the obligation to
pay the Parent Termination Fee pursuant to Section 8.3(c) of the Merger
Agreement), unless a claim for such a payment has been made in writing prior
thereto, in which case this Limited Guarantee shall terminate upon either (i) a
final, non-appealable resolution of such claim and payment of the Guarantors’
obligations hereunder (subject to each Guarantor’s Maximum Amount), if
applicable or (ii) a written agreement signed by each of the parties hereto
terminating this Limited Guarantee. If any payment or payments made by Parent or
Merger Sub or any part thereof, are subsequently invalidated, declared to be
fraudulent or preferential, set aside or are required to be repaid to a trustee,
receiver, or any other person under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such payment or payments,
the Obligations or part thereof hereunder intended to be satisfied shall be
revived and continued in full force and effect as if said payment or payments
had not been made. Notwithstanding the foregoing, in the event that the
Guaranteed Party or any of its controlled Affiliates asserts in any litigation
or other proceeding that any provision of this Limited Guarantee limiting each
Guarantor’s liability to the Maximum Amount are illegal, invalid or
unenforceable in whole or in part or that any Guarantor is liable in excess of
or to a greater extent than the Maximum Amount, or asserts any theory of
liability against any Non-Recourse Party (other than the Retained Claims) or any
Guarantor, Parent or Merger Sub with respect to the transactions contemplated by
the Merger Agreement (other than the Retained Claims), then (x) the obligations
of the Guarantors under this Limited Guarantee shall terminate ab initio
and be null and void, (y) if any Guarantor has previously made any payments
under this Limited Guarantee, such Guarantor shall be entitled to recover such
payments and (z) neither the Guarantors nor any Non-Recourse Party shall have
any liability to the Guaranteed Party with respect to the Merger Agreement and
the transactions contemplated thereby, the Equity Financing or under this
Limited Guarantee.

9.                 NO RECOURSE.

(a)                 The Guaranteed Party acknowledges that the sole assets of
each of Parent and Merger Sub are (i) its rights under the Transaction
Agreements and (ii) de minimis amount of cash and that no funds are expected to
be contributed to either Parent or Merger Sub until immediately prior to the
Closing. Notwithstanding anything that may be expressed or implied in this
Limited Guarantee or any document or instrument delivered in connection
herewith, by its acceptance of the benefits of this Limited Guarantee, the
Guaranteed Party covenants, agrees and acknowledges that no Person (other than
the Guarantors and any permitted assignees thereof) have any obligations under
this Limited Guarantee and that, notwithstanding that any Guarantor may be a
partnership or limited liability company, the Guaranteed Party has no right of
recovery under this Limited Guarantee, or any claim based on such obligations
against, and no personal liability shall attach to, the former, current or
future equity holders, controlling Persons, directors, officers, employees,
agents, general or limited partners, managers, members, or Affiliates of a
Guarantor, Merger Sub or Parent, or any former, current or future equity
holders, controlling Persons, directors, officers, employees, agents, general or
limited partners, managers, members, or Affiliates of any of the foregoing,
excluding however any such Persons that constitute a Guarantor hereunder or an
assignee thereof (each of excluded parties, a “Non-Recourse Party” and
collectively, the “Non-Recourse Parties”), through Parent or Merger Sub
or otherwise, whether by or through attempted piercing of the corporate (or
limited partnership or limited liability company) veil, by or through a claim by
or on behalf of Parent or Merger Sub against any Non-Recourse Party, by the
enforcement of any assessment or by any legal or equitable proceeding, by virtue
of any applicable Law, or otherwise, except for any Retained Claims.




(b)                 Recourse against the Guarantors and their permitted
assignees under and pursuant to the terms of this Limited Guarantee and the
Retained Claims shall be the only and exclusive remedy of the Guaranteed Party
and all of its Related Persons against the Guarantors and the Non-Recourse
Parties in respect of any liabilities or obligations arising under, or in
connection with, the Merger Agreement or the transactions contemplated thereby.
Nothing set forth in this Limited Guarantee shall affect or be construed to
affect any liability of Parent or Merger Sub to the Guaranteed Party under the
Merger Agreement or otherwise or give or shall be construed to confer or give to
any Person other than the Guaranteed Party any rights or remedies against any
Person, except as expressly set forth in this Limited Guarantee.

(c)                 For the purposes of this Limited Guarantee, pursuit of a
claim against a Person by the Guaranteed Party or any Related Person of the
Guarantee Party shall be deemed to be pursuit of a claim by the Guaranteed
Party. A Person shall be deemed to have pursued a claim against another Person
if such first Person brings a legal action against such second Person, adds such
second Person to an existing legal proceeding or otherwise asserts a legal claim
of any nature against such second Person.

(d)                 For the purposes of this Limited Guarantee, the term
“Related Person” shall mean any former, current or future director,
officer, agent, employee, general or limited partner, manager, member,
stockholder or Affiliate of a Person or any former, current or future director,
officer, agent, employee, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, but shall not include Parent,
Merger Sub or any of their controlled Affiliates.

10.                 AMENDMENTS AND WAIVERS. No amendment or waiver of
any provision of this Limited Guarantee will be valid and binding unless it is
in writing and signed, in the case of an amendment, by the Guarantors and the
Guaranteed Party, or in the case of waiver, by the party against whom the waiver
is to be effective. No waiver by any party of any breach or violation of, or
default under, this Limited Guarantee, whether intentional or not, will be
deemed to extend to any prior or subsequent breach, violation or default
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

11.                 ENTIRE AGREEMENT. This Limited Guarantee constitutes
the entire agreement with respect to the subject matter hereof and supersedes
any and all prior discussions, negotiations, proposals, undertakings,
understandings and agreements, whether written or oral, among Parent, Merger Sub
and the Guarantors or any of their respective Affiliates on the one hand, and
the Guaranteed Party or any of its Affiliates on the other hand.

12.                 GOVERNING LAW; SUBMISSION TO JURISDICTION. This
Limited Guarantee and all claims and defenses arising out of or relating to this
Limited Guarantee or the breach, termination or validity of this Limited
Guarantee, shall in all respects be governed by, and construed in accordance
with, the Laws of the State of New York without giving effect to any choice of
law or other conflict of law provision or rule (whether of the State of New York
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York. The parties hereto hereby (a)
submit for itself and its property to the exclusive jurisdiction of any state
court sitting in New York City or any federal court sitting in the Southern
District of New York for the purpose of any action arising out of or relating to
this letter agreement brought by any party hereto; (b) consents that any such
action may and shall be brought in such courts and waives any objection that it
may now or hereafter have to the venue or jurisdiction of any such action in
such court or that such court is an inconvenient forum for the action and agrees
not to assert, plead or claim the same; (c) agrees that the final judgment of
such court shall be enforceable in any court having jurisdiction
over the relevant party or any of its assets; (d) irrevocably waives any right
to remove any such action from the state court sitting in New York City or any
federal court sitting in the Southern District of New York to any other court;
(e) agrees that service of process in any such action may be effected by mailing
a copy of such process by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at the address set forth
in Section 7 of this Limited Guarantee); and (f) agrees that nothing in this
Limited Guarantee shall affect the right to effect service of process in any
other manner permitted by the applicable rules of procedure.




13.                 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL
RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR
PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF, BASED UPON OR RELATING TO
THIS LIMITED GUARANTEE OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF.

14.                 NO THIRD PARTY BENEFICIARIES. Except for the rights
of Non-Recourse Parties provided hereunder, the parties hereto hereby agree that
their respective representations, warranties and covenants set forth herein are
solely for the benefit of the other party hereto, in accordance with and subject
to the terms of this Limited Guarantee and the Merger Agreement, and this
Limited Guarantee is not intended to, and does not, confer upon any Person other
than the parties hereto any rights or remedies hereunder, including the right to
rely upon the representations and warranties set forth herein.

15.                 COUNTERPARTS. This Limited Guarantee may be signed
in any number of counterparts and may be executed and delivered by facsimile or
in .pdf form, and each counterpart shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

16.                 SEVERABILITY. If any term or other provision of this
Limited Guarantee is invalid, illegal or incapable of being enforced by any rule
of law, or public policy, all other conditions and provisions of this Limited
Guarantee shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party; provided,
however, that this Limited Guarantee may not be enforced against the
Guarantors without giving effect to the Maximum Amount of the Guarantors or the
provisions set forth in Sections 3, 9 and 10. No party hereto shall assert, and
each party shall cause its respective Related Persons not to assert, that this
Limited Guarantee or any part hereof is invalid, illegal or unenforceable. Upon
a determination that any term or provision is invalid, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this
Limited Guarantee so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

17.                 HEADINGS. Headings are used for reference purposes
only and do not affect the meaning or interpretation of this Limited
Guarantee.

[Remainder of page intentionally left blank]




IN WITNESS WHEREOF, the Guarantors and the Guaranteed Party
have caused this Limited Guarantee to be executed and delivered as of the date
first written above by its officer thereunto duly authorized.

	 	SHUDONG XIA 
	 	  
	 	By:  /s/ Shudong Xia              
      
	 	  
	 	SAIF PARTNERS IV L.P. 
	 	  
	 	By: /s/ Andrew Y. Yan             
    
	 	Name: Andrew Y. Yan
	 	Title: Authorized Signatory


 









Accepted and Agreed to:


CHINA TRANSINFO TECHNOLOGY CORP.


By:  /s/ Xingming Zhang                                        


Name: Xingming Zhang

Title: Chairman of the Special Committee



 






Annex A

	Guarantor 	Pro Rata Share 
	Mr. Shudong Xia 	70% 
	SAIF Partners IV L.P. 	30%