China Security & Surveillance Technology, Inc. - Exhibit 10.19 - Filed
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Exhibit 10.19

Execution 

DEED OF UNDERTAKING 

	To: 	CHINA DEVELOPMENT BANK
      CORPORATION 
	  	HONG KONG BRANCH 
	  	Suite 3307-15, 33/F., 
	  	One International Finance Centre,
    
	  	No. 1 Harbour View Street,
      Central, Hong Kong 
	  	(as Facility Agent of the Finance
      Parties referred to in the Loan Agreement) 


     28 October, 2010 

Dear Sirs, 

Re: US$50 million Term Loan Facility to China Security &
Surveillance Technology, Inc. (the “Borrower”) 

	1. 	
      We refer to a term loan facility agreement dated 28
      October 2010 (the “Loan Agreement”) executed between the Borrower
      as borrower and China Development Bank Corporation Hong Kong Branch as
      lender, arranger and facility agent (the “Facility
  Agent”).

	 	 
		
      Save as otherwise provided herein, terms and expressions
      defined in or construed for the purposes of the Loan Agreement shall have
      the same meanings when used herein.

	 	 
	2. 	
      The Borrower and Mr. Tu Guo Shen (“Mr. Tu”)
      represent and confirm that they have used their best endeavors to obtain
      and effect each of the authorisations, approvals, registrations and
      filings set out in the Schedule (the “Relevant Approvals”) in
      accordance with the applicable laws or regulations in the PRC and
      acknowledge that as of the date of this letter the Relevant Approvals have
      yet to be obtained and effected.

	 	 
	3. 	
      Without prejudice to any of their obligations and
      liabilities under the Finance Documents, the Borrower and Mr. Tu jointly
      and severally undertake, upon the Shenzhen office or any other relevant
      office of the State Administration of Foreign Exchange of the PRC
      generally accepting applications for authorisations, approvals,
      registrations and filings of a nature similar to that of any of the
      Relevant Approvals (the “Commencement of Acceptance”), to forthwith
      obtain and effect such Relevant Approvals.

	 	 
	4. 	
      The Borrower and Mr. Tu shall forthwith upon demand by
      the Facility Agent indemnify each Finance Party against any cost, loss or
      liability incurred by that Finance Party as a result of the failure to
      obtain and effect the Relevant Approvals in accordance with the applicable laws or regulations in
      the PRC whether before or after the Commencement of Acceptance.



Deed of Undertaking 

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Execution

	 	 
	5. 	
      The Lender hereby reserves all rights, remedies and
      recourse in respect of the obligations and liabilities of the Borrower and
      Mr. Tu under the Finance Documents.

	 	 
	6. 	
      This letter shall be designated a “Finance Document” for
      the purpose of the definition of “Finance Document” in the Loan
      Agreement.

	 	 
	7. 	
      This letter may be executed in any number of
      counterparts, all of which taken together shall constitute one and the
      same instrument, and shall be effective and binding on each party as and
      when executed by such party.

	 	 
	8. 	
      This letter shall be governed by, and construed in
      accordance with, Hong Kong law. Clause 33 of the Loan Agreement shall
      apply mutatis mutandis to this Letter.



Deed of Undertaking 

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Execution 

Executed as a deed 

	/s/ Guoshen Tu 	  	 
	SIGNED, SEALED and DELIVERED 	) 	 
	by TU GUO SHEN (holder of P.R.C. 	) 	 
	passport No.G28948045) 	) 	 
	in the presence of:- 	) 	 


 


 

	The Common Seal of 	) 	 
	CHINA SECURITY & 	) 	 
	SURVEILLANCE 	) 	 
	TECHNOLOGY, INC. 	) 	 
	was hereto affixed and attested by 	) 	 
	TU GUO SHEN 	) 	 
	/s/ Guoshen Tu 	) 	 
	  	) 	 
	  	) 	 
	in the presence of:- 	) 	 


Deed of Undertaking 

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Execution 

SCHEDULE 

Relevant Approvals 

Approval, registration and/or filing procedures with the
Shenzhen office or any other relevant office of the State Administration of
Foreign Exchange in respect of:- 

	(1) 	
      the incorporation, previous offshore financing, previous
      mergers and acquisitions in the PRC, previous offshore security and
      previous material changes to the capital structure of Whitehorse
      Technology Limited; and

	 	 
	(2) 	
      previous mergers and acquisitions in the PRC by the
      Borrower.



 

 

Deed of Undertaking 

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