Exhibit
      10.1

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of July 17, 2008, by and among China TransInfo Technology Corp., a
      Nevada corporation (collectively with its predecessors, the “Company”),
      the
      investors listed on the Schedule attached hereto as Schedule
      I
      and
      identified on the signature pages hereto (each, an “Investor”
      and
      collectively, the “Investors”),
      and
      Beijing PKU Chinafront High Technology Co., Ltd., a company organized under
      the
      laws of the People’s Republic of China (“PKU”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and in reliance
      upon the applicable exemptions from securities registration under the Securities
      Act (as defined below), the Company desires to issue and sell to each Investor,
      and each Investor, severally and not jointly, desires to purchase from the
      Company certain securities of the Company, as more fully described in this
      Agreement, and

     

    WHEREAS,
      contemporaneous with the sale and purchase of the certain securities, (i) the
      parties hereto will execute and deliver a Registration Rights Agreement, in
      the
      form attached hereto as Exhibit
      A,
      pursuant to which the Company will agree to provide certain registration rights
      under the Securities Act, and (ii) the Company, the Existing Shareholders (as
      defined herein) and the Investors will execute and deliver a Voting Agreement,
      in the form attached hereto as Exhibit
      B.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company, the Investors and PKU agree as
      follows:

     

    ARTICLE
      1.

    DEFINITIONS

     

    1.1. Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

     

    “Action”
      means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or threatened
      in writing against or affecting the Company, any Subsidiary or any of their
      respective properties before or by any court, arbitrator, governmental or
      administrative agency, regulatory authority (federal, state, county, local
      or
      foreign), stock market, stock exchange or trading facility.

     

    “Affiliate”
      means,
      with respect to any Person, any other Person that, directly or indirectly
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with, such Person.

     

    “Business
      Day”
      means
      any day except Saturday, Sunday and any day on which on which banking
      institutions in the State of New York or the PRC are authorized or required
      by
      law or other governmental action to close.

     

    “Buy-In”
has
      the
      meaning set forth in Section 4.1(c).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Closing”
      means
      the closing of the purchase and sale of the Shares pursuant to Article
      II.

     

    “Closing
      Date”
      means
      the Business Day on which all of the conditions set forth in Sections 5.1 and
      5.2 hereof are satisfied, or such other date as the parties may
      agree.

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be reclassified.

     

    “Company
      Counsel”
      means
      Thelen Reid Brown Raysman & Steiner LLP.

     

    “Company
      Deliverables”
      has the
      meaning set forth in Section 2.3(a).

     

    “Disclosure
      Materials”
      has the
      meaning set forth in Section 3.1(h).

     

    “Effective
      Date”
      means
      the date that the Registration Statement required by Section 2(a) of the
      Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Evaluation
      Date”
      has the
      meaning set forth in Section 3.1(s).

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Existing
      Shareholders”
means
      Karmen Investment Holdings Limited and Leguna Verde Investments
      Limited.

     

    “GAAP”
      means
      U.S. generally accepted accounting principles.

     

    “Intellectual
      Property Rights”
      means
      all of the following: (i) patents, patent applications, patent disclosures
      and
      inventions (whether or not patentable and whether or not reduced to practice);
      (ii) trademarks, service marks, trade dress, trade names, corporate names,
      logos, slogans and Internet domain names, together with all goodwill associated
      with each of the foregoing; (iii) copyrights and copyrightable works; and (iv)
      registrations, applications and renewals for any of the foregoing.

     

    “Intellectual
      Property Rights Licensing Agreements” has
      the
      meaning set forth in Section 3.1(p).

     

    “Investor
      Deliverables”
      has the
      meaning set forth in Section 2.2(b).

     

    “Investor
      Party”
      has the
      meaning set forth in Section 4.7.

     

    “Lien”
      means
      any lien, charge, encumbrance, security interest, right of first refusal or
      other restrictions of any kind.

     

    “Losses”
      has the
      meaning set forth in Section 4.7.

     

    
      
        
        

      

      
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    “Material
      Adverse Effect”
      means
      any of (i) a material and adverse effect on the legality, validity or
      enforceability of any Transaction Document, (ii) a material and adverse effect
      on the results of operations, assets, prospects, business or condition
      (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
      or (iii) a material and adverse impairment to the Company’s ability to perform
      on a timely basis its obligations under any Transaction Document.

     

    “May
      2007 Acquisition”
means
      the reverse acquisition and related transactions described in the section titled
      “Item 1. Description of Business - Background - Reverse Acquisition and Private
      Placement” in the Form 10-KSB filed by the Company with the Securities and
      Exchange Commission for the fiscal year ended December 31, 2007.

     

    “Money
      Laundering Laws”
has
      the
      meaning set forth in Section 3.1(ee).

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “OFAC”
      has the
      meaning set forth in Section 3.1(dd).

     

    “Outside
      Date”
      means
      the thirtieth (30th)
      calendar day following the date of this Agreement; provided,
      that if
      such day should fall on a day that is not a Business Day, the Outside Date
      shall
      be deemed the next day that is a Business Day. 

     

    “Person”
      means an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “PRC”
means
      the People’s Republic of China, not including Taiwan, Hong Kong and
      Macau.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Purchase
      Price”
      means,
      with respect to each Investor, the Purchase Price indicated on such Investor’s
      signature page to this Agreement.

     

    “Registration
      Rights Agreement”
      means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and the Investors, in the form of Exhibit
      A
      hereto.

     

    “Registration
      Statement”
      means a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Investors of the
      Shares.

     

    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    
      
        
        

      

      
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    “SAIF”
      means
      SAIF Partners III L.P., a limited liability partnership organized and existing
      under the laws of the Cayman Islands.

     

    “SEC
      Reports”
      has the
      meaning set forth in Section 3.1(h).

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Share
      Delivery Date”
has
      the
      meaning set forth in Section 4.1(c).

     

    “Shares”
      means
      the shares of Common Stock issued or issuable to the Investors pursuant to
      this
      Agreement.

     

    “Short
      Sales”
      include,
      without limitation, all “short sales” as defined in Rule 200 promulgated under
      Regulation SHO under the Exchange Act and all types of direct and indirect
      stock
      pledges, forward sale contracts, options, puts, calls, swaps and similar
      arrangements (including on a total return basis), and sales and other
      transactions through non-US broker dealers or foreign regulated
      brokers.

     

    “Subsidiary”
      means,
      as to the Company, any “subsidiary” as defined in Rule 1-02(x) of the Regulation
      S-X promulgated by the Commission under the Exchange Act.

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
      on the date in question.

     

    “Transaction
      Documents”
      means
      this Agreement, the Registration Rights Agreement and any other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

     

    “Voting
      Agreement”
      means
      the Voting Agreement, dated as of the date of this Agreement, among the Company,
      the Existing Shareholders and the Investors, in the form of Exhibit
      B
      hereto.

     

    “Warrantors”
means
      the Company and PKU.

     

    
      
        
        

      

      
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    ARTICLE
      2.

    PURCHASE
      AND SALE

     

    2.1. Purchase
      of Shares.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing the
      Company shall issue and sell to each Investor, and each Investor shall,
      severally and not jointly, purchase from the Company, the Shares in the
      respective amounts set forth below the Investors’ names on the signature pages
      hereto for the Purchase Price. 

     

    2.2. Closing.
      The
      Closing shall take place at the offices of the Company, at 07 Floor E-Wing
      Center, No. 113 Zhichunlu, Haidan District, Beijing, People’s Republic of China
      100086, at 10:00 A.M. local time on the Closing Date or at such other location
      and on such other date as the parties may mutually agree.

     

    2.3. Closing
      Deliveries.
      

     

    (a) At
      the
      Closing, the Company shall deliver or cause to be delivered to each Investor
      the
      following (the “Company
      Deliverables”):

     

    (i) a
      certificate representing the number of Shares set forth below such Investor’s
      name on the signature pages hereto, registered in the name of such Investor
      against payment of such Investor’s Purchase Price in United States dollars and
      in immediately available funds, by wire transfer to an account designated in
      writing by the Company; 

     

    (ii) the
      agreements specified in Section 5.1(f), duly signed by the Company or each
      of
      the Existing Shareholders, as applicable;

     

    (iii) the
      legal
      opinion of Company Counsel, in agreed form, addressed to the
      Investors;

     

    (iv) a
      certificate, executed on behalf of the Company by its chief executive officer
      or
      its chief financial officer, dated as of the Closing Date, certifying the
      fulfillment of the condition specified in Section 5.1(b); and

     

    (v) a
      certificate, executed on behalf of the Company by its secretary, dated as of
      the
      Closing Date, certifying the resolutions adopted by the Board of Directors
      of
      the Company approving the transactions contemplated by the Transaction
      Documents, certifying the current versions of the Articles of Incorporation
      and
      Bylaws of the Company and certifying as to the signatures and authority of
      Persons signing the Transaction Documents and related documents on behalf of
      the
      Company.

     

    (b) By
      the
      Closing, each Investor shall deliver or cause to be delivered to the Company
      the
      following: 

     

    (i) the
      Purchase Price for the Shares in United States dollars and in immediately
      available funds, by wire transfer to an account designated in writing by the
      Company for such purpose; and 

     

    
      
        
        

      

      
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    (ii) the
      agreements specified in Section 5.2(d), each duly signed by such Investor
      (collectively, the “Investor
      Deliverables”).

     

    ARTICLE
      3.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1. Representations
      and Warranties of the Company.
      The
      Warrantors hereby jointly and severally make the following representations
      and
      warranties to each Investor as of the date hereof and the Closing
      Date:

     

    (a) Subsidiaries.
      The
      Company has no direct or indirect Subsidiaries other than as specified in the
      SEC Reports. The Company owns, directly or indirectly, all of the capital stock
      of each Subsidiary free and clear of any and all Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar
      rights.

     

    (b) Organization
      and Qualification.
      The
      Company and each Subsidiary are duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation or organization (as applicable), with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. Neither the Company nor any Subsidiary is in violation
      of any of the provisions of its respective certificate or articles of
      incorporation, bylaws or other organizational or charter documents. The Company
      and each Subsidiary are duly qualified to conduct its respective businesses
      and
      are in good standing as a foreign corporation or other entity in each
      jurisdiction in which the nature of the business conducted or property owned
      by
      it makes such qualification necessary, except where the failure to be so
      qualified or in good standing, as the case may be, could not, individually
      or in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect. To the Warrantors’ best knowledge, no Proceeding has been instituted in
      any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
      or
      curtail, such power and authority or qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company or any Subsidiary in connection therewith.
      Each Transaction Document has been (or upon delivery will have been) duly
      executed by the Company and, when delivered in accordance with the terms hereof,
      will constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms, except as such enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation or similar laws relating to, or affecting generally the enforcement
      of, creditors’ rights and remedies or by other equitable principles of general
      application.

     

    
      
        
        

      

      
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    (d) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the Company’s or
      any Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents as in effect on the date hereof, or (ii)
      conflict with, or constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company or Subsidiary debt or otherwise) or other
      understanding to which the Company or any Subsidiary is a party or by which
      any
      property or asset of the Company or any Subsidiary is bound or affected, or
      (iii) result in a violation of any law, rule, regulation, order, judgment,
      injunction, decree or other restriction of any court or governmental authority
      to which the Company or a Subsidiary is subject (including federal and state
      securities laws and regulations), or by which any property or asset of the
      Company or a Subsidiary is bound or affected; except in the case of each of
      clauses (ii) and (iii), such as could not, individually or in the aggregate,
      have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (e) Filings,
      Consents and Approvals.
      Neither
      the Company nor any Subsidiary is required to obtain any consent, waiver,
      authorization or order of, give any notice to, or make any filing or
      registration with, any United States or PRC court or other federal, state,
      local
      or other governmental authority or other Person in connection with the
      execution, delivery and performance by the Company of the Transaction Documents,
      other than (i) the filing with the Commission of one or more Registration
      Statements in accordance with the requirements of the Registration Rights
      Agreement, (ii) filings required by state securities laws, (iii) the filing
      of a
      Notice of Sale of Securities on Form D with the Commission under Regulation
      D of
      the Securities Act, (iv) the filings required in accordance with Section 4.5
      hereof, (v) if, at the Closing, the Company’s securities are listed on the
      NASDAQ Capital Market, the filing with NASDAQ of an applicable additional shares
      listing application relating to the Shares issuable hereunder, and (vi) those
      that have been made or obtained prior to the date of this
      Agreement.

     

    (f) Issuance
      of the Shares.
      The
      Shares have been duly authorized and, when issued and paid for in accordance
      with the Transaction Documents, will be duly and validly issued, fully paid
      and
      non-assessable, free and clear of all Liens. The Company has reserved from
      its
      duly authorized capital stock the shares of Common Stock issuable pursuant
      to
      this Agreement in order to issue the Shares.

     

    (g) Capitalization.
      The
      number of shares and type of all authorized, issued and outstanding capital
      stock of the Company, all shares of Common Stock reserved for issuance under
      the
      Company’s various option and incentive plans and all shares of capital stock of
      the Company issuable and reserved for issuance pursuant to securities
      exercisable for, or convertible into or exchangeable for any shares of capital
      stock of the Company, is specified in Schedule
      3.1(g).
      All of
      the issued and outstanding shares of the capital stock of the Company have
      been
      duly authorized and validly issued and are fully paid, non-assessable. Except
      as
      specified in Schedule
      3.1(g),
      no
      securities of the Company are entitled to preemptive or similar rights, and
      no
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents or with respect to any securities of the Company. Except
      as specified in Schedule
      3.1(g),
      there
      are no outstanding options, warrants, scrip rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any Person any
      right
      to subscribe for or acquire, any shares of capital stock of the Company, or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any Subsidiary is or may become bound to issue additional shares of capital
      stock of the Company, or securities or rights convertible or exchangeable into
      shares of capital stock of the Company. The issue and sale of the Shares will
      not, immediately or with the passage of time, obligate the Company to issue
      shares of Common Stock or other securities to any Person (other than the
      Investors) and will not result in a right of any holder of Company securities
      to
      adjust the exercise, conversion, exchange or reset price under such securities.
      Neither the Company nor any Subsidiary has issued any capital stock in a private
      placement transaction in the PRC, including, without limitation, in a
      transaction commonly referred to in the PRC as a “1 1⁄2 transaction.”

     

    
      
        
        

      

      
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    (h) SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
      for the twelve months preceding the date hereof (or such shorter period as
      the
      Company was required by law to file such reports) (the foregoing materials
      being
      collectively referred to herein as the “SEC
      Reports”
      and,
      together with the Schedules to this Agreement (if any), the “Disclosure
      Materials”)
      on a
      timely basis or has timely filed a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Reports complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements made therein, in the light of the circumstances
      under which they were made, not misleading. The financial statements of the
      Company included in the SEC Reports comply in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of filing. Such
      financial statements have been prepared in accordance with GAAP applied on
      a
      consistent basis during the periods involved, except as may be otherwise
      specified in such financial statements or the notes thereto, and fairly present
      in all material respects the financial position of the Company and its
      consolidated Subsidiaries as of and for the dates thereof and the results of
      operations and cash flows for the periods then ended, subject, in the case
      of
      unaudited statements, to normal, immaterial, year-end audit
      adjustments.

     

    (i) Press
      Releases.
      The
      press releases disseminated by the Company during the twelve months preceding
      the date of this Agreement taken as a whole do not contain any untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements made therein, in the light
      of the circumstances under which they were made and when made, not
      misleading.

     

    
      
        
        

      

      
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    (j) Material
      Changes.
      Since
      the date of the latest audited financial statements included within the SEC
      Reports, except as specifically disclosed in the SEC Reports, (i) there has
      been
      no event, occurrence or development that has had or that could reasonably be
      expected to result in a Material Adverse Effect, (ii) neither the Company nor
      any Subsidiary has incurred any liabilities (direct, indirect, contingent,
      or
      otherwise) other than those incurred in the ordinary course of business
      consistent with past practice, (iii) the Company has not altered its method
      of
      accounting or the identity of its auditors, (iv) the Company has not declared
      or
      made any dividend or distribution of cash or other property to its stockholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares
      of its capital stock, (v) neither the Company nor any Subsidiary has waived
      any
      material right or material debt owed to it, (vi) neither the Company nor any
      Subsidiary has changed or amended its certificate or articles of incorporation,
      bylaws or other organizational or charter documents, or change any material
      contract or arrangement by which the Company or Subsidiary is bound or to which
      its assets or properties is subject, (vii) the Company has not issued any equity
      securities to any officer, director or Affiliate of the Company or any of its
      Subsidiaries, except pursuant to existing Company stock option plans or stock
      option agreements as disclosed in the Company’s SEC Reports, and (viii) neither
      the Company nor any Subsidiary has entered into any transaction other than
      in
      the ordinary course of business. The Company does not have pending before the
      Commission any request for confidential treatment of information.

     

    (k) Litigation.
      There
      is no pending or, to the knowledge of the Warrantors, threatened Action which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or the Shares or (ii) except as specifically
      disclosed in the SEC Reports, could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect. Neither the Company nor any Subsidiary, nor any
      director or officer thereof (in his or her capacity as such), is or has been
      the
      subject of any Action involving a claim of violation of or liability under
      federal or state securities laws or a claim of breach of fiduciary duty, except
      as specifically disclosed in the SEC Reports. There has not been, and to the
      knowledge of the Warrantors, there is not pending any investigation by the
      Commission involving the Company or any current or former director or officer
      of
      the Company (in his or her capacity as such). The Commission has not issued
      any
      stop order or other order suspending the effectiveness of any registration
      statement filed by the Company or any Subsidiary under the Exchange Act or
      the
      Securities Act.

     

    (l) Labor
      Relations.
      Neither
      the Company nor any Subsidiary is a party to any collective bargaining
      agreement. No material labor dispute exists or, to the knowledge of the
      Warrantors, is imminent with respect to any of the employees of the Company
      or
      any Subsidiary.

     

    (m) Compliance.
      Neither
      the Company nor any Subsidiary (i) is in default under or in violation of (and
      no event has occurred that has not been waived that, with notice or lapse of
      time or both, would result in a default by the Company or any Subsidiary under),
      nor has the Company or any Subsidiary received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws relating to taxes,
      environmental protection, occupational health and safety, product quality and
      safety and employment and labor matters, except in each case as could not,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect. The Company is in compliance with all effective
      requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
      regulations thereunder, that are applicable to it, except where such
      noncompliance could not have or reasonably be expected to result in a Material
      Adverse Effect.

     

    
      
        
        

      

      
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    (n) Regulatory
      Permits.
      The
      Company and the Subsidiaries possess all certificates, approvals, authorizations
      and permits issued by the appropriate United States federal, state, local,
      PRC
      national, provincial or local, and other foreign regulatory authorities
      necessary to conduct their respective businesses as described in the SEC
      Reports, all of which are valid and in full force and effect, except where
      the
      failure to possess such certificates, approvals, authorizations and permits
      could not, individually or in the aggregate, have or reasonably be expected
      to
      result in a Material Adverse Effect. The Company and the Subsidiaries have
      performed in all material respects all of their obligations with respect to
      such
      certificates, approvals, authorizations and permits and no event has occurred
      that allows, or after notice or lapse of time, would allow, revocation or
      termination thereof, and neither the Company nor any Subsidiary has received
      any
      notice of proceedings relating to the revocation or modification of any such
      certificates, approvals, authorizations and permits.

     

    (o) Title
      to Assets.
      The
      Company and the Subsidiaries have valid land use rights for all real property
      that is material to their respective businesses and good and marketable title
      in
      all personal property owned by them that is material to their respective
      businesses, in each case free and clear of all Liens, except for Liens as do
      not
      materially affect the value of such property and do not materially interfere
      with the use made and proposed to be made of such property by the Company and
      the Subsidiaries. Any real property and facilities held under lease by the
      Company and the Subsidiaries are held by them under valid, subsisting and
      enforceable leases of which the Company and the Subsidiaries are in compliance,
      except as could not, individually or in the aggregate, have or reasonably be
      expected to result in a Material Adverse Effect.

     

    (p) Patents
      and Trademarks.
      Schedule
      3.1(p)
      sets
      forth all of the Intellectual Property Rights that the Company and its
      Subsidiaries own or have the rights to use. The Intellectual Property Rights
      constitute all intellectual property rights that are necessary for use by the
      Company and its Subsidiaries in connection with their respective businesses
      as
      described in the SEC Reports. Except as set forth in Schedule
      3.1(p),
      all
      such Intellectual Property Rights are valid and enforceable, there is no
      existing infringement by another Person of any of the Intellectual Property
      Rights and no Intellectual Property Rights are involved in any cancellation,
      dispute or Action and, to the knowledge of the Company and the Subsidiaries,
      no
      such Action is threatened. Neither the Company nor any of its Subsidiaries
      has
      received a written or oral notice that the Intellectual Property Rights used
      by
      any of them violates or infringes upon the rights of any Person. To the
      knowledge of the Company and its Subsidiaries, no former or current employee,
      no
      former or current consultant, and no third-party joint developer of the Company
      or its Subsidiaries has any Intellectual Property Rights made, developed,
      conceived, created or written by the aforesaid employee, consultant or
      third-party joint developer during the period of his or her retention by, or
      joint venture with, such Company or Subsidiary which can be asserted against
      any
      of the Company or any such Subsidiary. The Intellectual Property Rights and
      the
      owner thereof or agreement through which they are licensed to any of the Company
      or its Subsidiaries are set forth on Schedule
      3.1(p).
      By the
      Closing, the Company shall have entered into agreements by which it is granted
      irrevocable, exclusive, royalty-free licenses on all Intellectual Property
      Rights that are registered to or owned by any Person other than the Company
      or
      its predecessor. Such agreements together with the agreements referenced in
      Schedule
      3.1(p)
      are
      collectively the “Intellectual
      Property Rights Licensing Agreements.”
The
      Company and its Subsidiaries will take such action as may be required, including
      making and maintaining the filings set forth in Schedule
      3.1(p),
      and
      shall cause any such transfers of Intellectual Property Rights to the
      Company to be granted as is required in order for the Company to become the
      registered owner (in its current name) of all such Intellectual Property Rights
      (including, without limitation, the entering into of any Intellectual Property
      Rights Licensing Agreements as may be necessary and the filing and maintaining
      of any information with the relevant PRC authority which relate to the change
      of
      name for those Intellectual Property Rights currently in the name of an entity
      other than the Company). All Intellectual Property Rights Licensing Agreements
      are valid and binding obligations of the Company and, to the Company’s
      knowledge, to the counterparty thereto, enforceable in accordance with their
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application. To the Company’s knowledge,
      neither the Company nor the counterparty thereto is in material breach thereof.
      

     

    
      
        
        

      

      
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    (q) Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses in which the Company and the Subsidiaries are
      engaged. The Company has no reason to believe that it will not be able to renew
      its and the Subsidiaries’ existing insurance coverage as and when such coverage
      expires or to obtain similar coverage from similar insurers as may be necessary
      to continue its business on terms consistent with market for the Company’s and
      such Subsidiaries’ respective lines of business.

     

    (r) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports, none of the officers or directors of the
      Company and, to the knowledge of the Warrantors, none of the employees of the
      Company is presently a party to any transaction with the Company or any
      Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any officer,
      director or such employee or, to the knowledge of the Warrantors, any entity
      in
      which any officer, director, or any such employee has a substantial interest
      or
      is an officer, director, trustee or partner.

     

    (s) Internal
      Accounting Controls.
      The
      Company is in material compliance with the provisions of the Sarbanes-Oxley
      Act
      of 2002 currently applicable to the Company. The Company and the Subsidiaries
      maintain a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      GAAP and to maintain asset accountability, (iii) access to assets is permitted
      only in accordance with management’s general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing assets
      at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company, including its Subsidiaries, is made known
      to the certifying officers by others within those entities, particularly during
      the period in which the Company’s Form 10-K or 10-Q, as the case may be, is
      being prepared. The Company’s certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures in accordance with Item
      307 of Regulation S-K under the Exchange Act for the Company’s most recently
      ended fiscal quarter or fiscal year-end (such date, the “Evaluation
      Date”).
      The
      Company presented in its most recently filed Form 10-KSB or Form 10-Q the
      conclusions of the certifying officers about the effectiveness of the disclosure
      controls and procedures based on their evaluations as of the Evaluation Date.
      Since the Evaluation Date, there have been no significant changes in the
      Company’s internal controls (as such term is defined in Item 308(c) of
      Regulation S-K under the Exchange Act) or, to the Company’s knowledge, in other
      factors that could significantly affect the Company’s internal controls. The
      books, records and accounts of the Company accurately and fairly reflect the
      transactions in, and dispositions of, the assets of, and the results of
      operations of, the Company. The Company maintains and will continue to maintain
      a standard system of accounting established and administered in accordance
      with
      GAAP and the applicable requirements of the Exchange Act. 

     

    
      
        
        

      

      
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    (t) Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature, (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof, and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).

     

    (u) Certain
      Fees.
      No
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement. The Investors shall have no obligation with
      respect to any fees or with respect to any claims (other than such fees or
      commissions owed by an Investor pursuant to written agreements executed by
      such
      Investor which fees or commissions shall be the sole responsibility of such
      Investor) made by or on behalf of other Persons for fees of a type contemplated
      in this Section that may be due in connection with the transactions contemplated
      by this Agreement. 

     

    (v) Certain
      Registration Matters.
      Assuming the accuracy of the Investors’ representations and warranties set forth
      in Section 3.2(b)-(e), the offer and sale of the Shares by the Company to the
      Investors under the Transaction Documents is exempt from the registration
      requirements of the Securities Act. The Company is eligible to register its
      Common Stock for resale by the Investors under Form S-1 promulgated under the
      Securities Act. Except as set forth on Schedule
      3.1(v),
      the
      Company has not granted or agreed to grant to any Person any rights (including
      “piggy-back” registration rights) to require the Company to register any
      securities of the Company registered under the Securities Act that have not
      been
      satisfied.

     

    
      
        
        

      

      
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    (w) Listing
      and Maintenance Requirements.
      Except
      as specified in the SEC Reports, the Company has not, in the two years preceding
      the date hereof, received notice from any Trading Market to the effect that
      the
      Company is not in compliance with the listing or maintenance requirements
      thereof. The Company is, and has no reason to believe that it will not in the
      foreseeable future continue to be, in compliance with the listing and
      maintenance requirements for continued listing of the Common Stock on the
      Trading Market on which the Common Stock is currently listed or quoted. The
      issuance and sale of the Shares under the Transaction Documents does not
      contravene the rules and regulations of the Trading Market on which the Common
      Stock is currently listed or quoted, and no approval of the shareholders of
      the
      Company thereunder is required for the Company to issue and deliver to the
      Investors the Shares contemplated by Transaction Documents.

     

    (x) Listing
      with NASDAQ.
      The
      Company has made an application to list the Common Stock, including the Shares,
      for trading on the NASDAQ Capital Market, and has taken all action necessary
      and
      desirable to cause the Common Stock to be listed thereon as promptly as
      practicable following the Closing Date. The Company has not received any notice
      or other indication from The NASDAQ Stock Market LLC or any of its Affiliates
      or
      any other Person, and the Company has no reason to believe, that its application
      to list the Common Stock on the NASDAQ Capital Market will be denied or
      delayed.

     

    (y) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and after giving effect to the
      offer
      and sale of the Shares will not have become, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.

     

    (z) Application
      of Takeover Protections.
      The
      Company has taken all necessary action, if any, in order to render inapplicable
      any control share acquisition, business combination, poison pill (including
      any
      distribution under a rights agreement) or other similar anti-takeover provision
      under the Company’s Articles of Incorporation (or similar charter documents) or
      the laws of its state of incorporation that is or could become applicable to
      the
      Investors as a result of the Investors and the Company fulfilling their
      obligations or exercising their rights under the Transaction Documents,
      including without limitation the Company’s issuance of the Shares and the
      Investors’ ownership of the Shares.

     

    (aa) No
      Additional Agreements.
      The
      Company does not have any agreement or understanding with any Investor with
      respect to the transactions contemplated by the Transaction Documents other
      than
      as specified in the Transaction Documents.

     

    (bb) Consultation
      with Auditors.
      Simon
& Edward LLP is the Company’s independent registered public accounting firm
      as required by the Exchange Act, and the rules and regulations of the Commission
      thereunder. The Company has consulted its independent auditors concerning the
      accounting treatment of the transactions contemplated by the Transaction
      Documents, and in connection therewith has furnished such auditors complete
      copies of the Transaction Documents.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (cc) Foreign
      Corrupt Practices Act.
      Neither
      the Company nor any Subsidiary, nor to the knowledge of the Company, any of
      their respective directors, officers, employees, agents or other Persons acting
      on behalf of any of the Company or any Subsidiary, has, directly or indirectly,
      (i) used any funds, or will use any proceeds from the sale of the Shares, for
      unlawful contributions, gifts, entertainment or other unlawful expenses related
      to any political activity, (ii) made any unlawful payment to any government
      officials or employees or to any political parties or campaigns from corporate
      funds, (iii) failed to disclose fully any contribution made by the Company
      or
      any Subsidiary (or made by any Person acting on their behalf of which the
      Company is aware) which is in violation of law, or (iv) has violated in any
      material respect any provision of the Foreign Corrupt Practices Act of 1977,
      as
      amended, and the rules and regulations thereunder.

     

    (dd) PFIC.
      Neither
      the Company nor any Subsidiary is or intends to become a “passive foreign
      investment company” within the meaning of Section 1297 of the U.S. Internal
      Revenue Code of 1986, as amended.

     

    (ee) OFAC.
      Neither
      the Company nor any Subsidiary nor, to the knowledge of the Company, any
      director, officer, agent, employee, Affiliate or Person acting on behalf of
      the
      Company or any Subsidiary is currently subject to any U.S. sanctions
      administered by the Office of Foreign Assets Control of the U.S. Treasury
      Department (“OFAC”);
      and
      the Company will not directly or indirectly use the proceeds of the sale of
      the
      Shares, or lend, contribute or otherwise make available such proceeds to any
      Subsidiary, joint venture partner or other Person or entity, towards any sales
      or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
      sanctioned by OFAC or for the purpose of financing the activities of any Person
      currently subject to any U.S. sanctions administered by OFAC.

     

    (ff) Money
      Laundering Laws.
      The
      operations of each of the Company and any Subsidiary are and have been conducted
      at all times in compliance with the money laundering statutes of applicable
      jurisdictions, the rules and regulations thereunder and any related or similar
      rules, regulations or guidelines, issued, administered or enforced by any
      applicable governmental agency (collectively, the “Money
      Laundering Laws”)
      and no
      Action by or before any court or governmental agency, authority or body or
      any
      arbitrator involving the Company and/or any Subsidiary with respect to the
      Money
      Laundering Laws is pending or, to the best knowledge of the Warrantors,
      threatened.

     

    (gg) Tax
      Matters.
      The
      Company has timely prepared and filed all tax returns required to have been
      filed by the Company with all appropriate governmental agencies and timely
      paid
      all taxes shown thereon or otherwise owed by it, except as would not have a
      Material Adverse Effect. The charges, accruals and reserves on the books of
      the
      Company in respect of taxes for all fiscal periods are adequate in all material
      respects, and there are no material unpaid assessments against the Company.
      All
      taxes and other assessments and levies that the Company is required to withhold
      or to collect for payment have been duly withheld and collected and paid to
      the
      proper governmental entity or third party when due. There are no tax liens
      or
      claims pending or, to the Warrantors’ knowledge, threatened against the
      Warrantors or any of their assets or property, other than Permitted Liens.
      There
      are no tax audits or investigations pending, which if adversely determined
      would
      result in a Material Adverse Effect. There are no outstanding tax sharing
      agreements or other such arrangements between the Company and any other Person.
      The Company does not have any deferred compensation arrangements and has not
      paid or is not required to pay any deferred compensation that would be subject
      to Section 409A of the Internal Revenue Code.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (hh) General
      Solicitation.
      Neither
      the Company nor any Person acting on its behalf has conducted any general
      solicitation or general advertising (as those terms are used in Regulation
      D
      under the Securities Act) in connection with the offer or sale of the
      Shares.

     

    (ii) Material
      Contracts.
      All
      material documents, contracts or other agreements of the Company required to
      be
      filed with the Commission have been filed with the Commission and are included
      in the exhibits to the SEC Reports. The description of the contracts, documents
      or other agreements contained in the SEC Reports (as the case may be) reflect
      in
      all material respects the terms of the underlying contract, document or other
      agreement. Each such contract, document or other agreement is in full force
      and
      effect and is valid and enforceable by and against the Company in accordance
      with its terms. The Company is not in default in the observance or performance
      of any term or obligation to be performed by it under any such agreement, and
      no
      event has occurred which with notice or lapse of time or both would constitute
      such a default, in any such case which default or event, individually or in
      the
      aggregate, would result in a Material Adverse Effect.

     

    (jj) Additional
      PRC Representations and Warranties.
      

     

    (i) All
      material consents, approvals, authorizations or licenses required under PRC
      law
      for the due and proper establishment and operation of the Company
      and the Subsidiaries
      have
      been duly obtained from the relevant PRC governmental authorities and are in
      full force and effect.

     

    (ii) All
      filings and registrations with the PRC governmental authorities required in
      respect of the Company and the Subsidiaries and their operations, including,
      without limitation, the registration with the Ministry of Commerce, the State
      Administration of Industry and Commerce, the State Administration for Foreign
      Exchange, tax bureau and customs authorities or the corresponding provincial
      or
      municipal branches of these governmental authorities, where applicable, have
      been duly completed in accordance with the relevant PRC rules and regulations,
      except where, the failure to complete such filings and registrations does not,
      and would not, individually or in the aggregate, have a Material Adverse
      Effect.

     

    (iii) The
      Company and the Subsidiaries have complied with all relevant PRC laws and
      regulations regarding the contribution and payment of its registered capital,
      the payment schedule of which has been approved by the relevant PRC governmental
      authorities. There are no outstanding rights of, or commitments made by the
      Company or any Subsidiary to sell any of their respective equity
      interests.

     

    (iv) Neither
      the Company nor any Subsidiary is in receipt of any letter or notice from any
      relevant PRC governmental authority notifying it of the revocation, or otherwise
      questioning the validity, of any licenses or qualifications issued to it or
      any
      subsidy granted to it by any PRC governmental authority for non-compliance
      with
      the terms thereof or with applicable PRC laws, or the need for compliance or
      remedial actions in respect of the activities carried out by the Company or
      such
      Subsidiary, except such revocation as does not, and would not, individually
      or
      in the aggregate, have a Material Adverse Effect.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (v) The
      Company and the Subsidiaries have conducted their respective business activities
      within their permitted scope of business or have otherwise operated their
      respective businesses in compliance with all relevant legal requirements and
      with all requisite licenses and approvals granted by competent PRC governmental
      authorities other than such non-compliance that do not, and would not,
      individually or in the aggregate, have a Material Adverse Effect. As to
      licenses, approvals and government grants and concessions requisite or material
      for the conduct of any part of the Company or any Subsidiaries’ business which
      is subject to periodic renewal, neither the Company nor such Subsidiary has
      any
      knowledge of any grounds on which such requisite renewals will not be granted
      by
      the relevant PRC governmental authorities.

     

    (vi) With
      regard to employment and staff or labor, the Company and the Subsidiaries have
      complied with all applicable PRC laws and regulations in all material respects,
      including without limitation, laws and regulations pertaining to welfare funds,
      social benefits, medical benefits, insurance, retirement benefits, housing
      provident fund, pensions or the like, other than such non-compliance that do
      not, and would not, individually or in the aggregate, have a Material Adverse
      Effect.

     

    (kk) Disclosure.
      The
      Company confirms that neither it nor any Person acting on its behalf has
      provided any Investor or its respective agents or counsel with any information
      that the Company believes constitutes material, non-public information
      concerning the Company, the Subsidiaries or their respective businesses, except
      insofar as the existence and terms of the proposed transactions contemplated
      hereunder may constitute such information. The Company understands and confirms
      that the Investors will rely on the foregoing representations and covenants
      in
      effecting transactions in securities of the Company. All disclosure provided
      to
      the Investors regarding the Company, the Subsidiaries or their respective
      businesses and the transactions contemplated hereby, furnished by or on behalf
      of the Company (including the Company’s representations and warranties set forth
      in this Agreement and any business plan or investor presentation provided by
      the
      Company or any Person acting on the Company's behalf) are true and correct
      and
      do not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in light
      of the circumstances under which they were made, not misleading.

     

    (ll) May
      2007 Acquisition.

     

    (i) Except
      as
      set forth on Schedule
      3.1(ll),
      the May
      2007 Acquisition was effected in compliance with all laws of all applicable
      jurisdictions, including the PRC, except where the failure to so comply would
      not result in a Material Adverse Effect.

     

    (ii) Except
      as
      set forth on Schedule 3.1(ll), neither the May 2007 Acquisition (or its
      implementation) nor any agreements, instruments or other documents entered
      into
      in connection with the May 2007 Acquisition: (a) resulted in any conflict with
      or violated any provision of the Company’s or any Subsidiary’s certificate or
      articles of incorporation, bylaws or other organizational or charter documents
      as in effect on the date of consummation of the May 2007 Acquisition; (b)
      conflicted with, or constituted a default (or an event that with notice or
      lapse
      of time or both would become a default) under, or gave to others any rights
      of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any agreement, credit facility, debt or other
      instrument (evidencing a Company or Subsidiary debt or otherwise) or other
      understanding to which the Company or any Subsidiary was or is a party or by
      which any property or asset of the Company or any Subsidiary was or is bound
      or
      affected; and (c) resulted in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or any Subsidiary was or is subject, or by which
      any property or asset of the Company or a Subsidiary was or is bound or
      affected, except where any such violation would not result in a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    (iii) Except
      as
      set forth on Schedule 3.1(ll), all consents, waivers, authorizations, approvals,
      filings, registrations and notices, required to be obtained or made in
      connection with the May 2007 Acquisition with any court or other federal, state,
      local or other governmental authority or other Person in each applicable
      jurisdiction (including the United States and the PRC) have been obtained or
      made and are in full force and effect, except where the failure to obtain any
      such consent, waiver, authorization or approval or make any such filing would
      not result in a Material Adverse Effect. 

     

    (iv) There
      are
      no legal or administrative or governmental proceedings pending anywhere
      challenging the effectiveness or validity of the May 2007 Acquisition or any
      of
      the agreements, instruments or other documents entered into in connection with
      the May 2007 Acquisition and, to the best knowledge of the Warrantors, no such
      proceedings are threatened or contemplated by any governmental authority or
      by
      other Person.

     

    3.2. Representations
      and Warranties of the Investors.
      Each
      Investor hereby, severally and not jointly, represents and warrants to the
      Company as of the date hereof and the Closing Date:

     

    (a) Organization;
      Authority.
      Such
      Investor is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the applicable Transaction Documents and otherwise
      to carry out its obligations thereunder. The execution, delivery and performance
      by such Investor of the transactions contemplated by this Agreement has been
      duly authorized by all necessary corporate or, if such Investor is not a
      corporation, such partnership, limited liability company or other applicable
      like action, on the part of such Investor. Each of this Agreement and the
      Registration Rights Agreement has been duly executed by such Investor, and
      when
      delivered by such Investor in accordance with the terms hereof, will constitute
      the valid and legally binding obligation of such Investor, enforceable against
      it in accordance with its terms, except as such enforceability may be limited
      by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
      application.

     

    (b) Investment
      Intent.
      Such
      Investor is acquiring the Shares as principal for its own account for investment
      purposes only and not with a view to or for distributing or reselling such
      Shares or any part thereof, without prejudice, however, to such Investor’s right
      at all times to sell or otherwise dispose of all or any part of such Shares
      in
      compliance with applicable federal and state securities laws. Subject to the
      immediately preceding sentence, nothing contained herein shall be deemed a
      representation or warranty by such Investor to hold the Shares for any period
      of
      time. Such Investor is acquiring the Shares hereunder in the ordinary course
      of
      its business. Such Investor does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Shares.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (c) Investor
      Status.
      At the
      time such Investor was offered the Shares, it was, and at the date hereof it
      is,
      an “accredited investor” as defined in Rule 501(a) under the Securities Act.
      Such Investor is not a registered broker-dealer under Section 15 of the Exchange
      Act. Such Investor has such experience in business and financial matters that
      it
      is capable of evaluating the merits and risks of an investment in the Shares.
      Such Investor acknowledges that an investment in the Shares is speculative
      and
      involves a high degree of risk. 

     

    (d) General
      Solicitation.
      Such
      Investor is not purchasing the Shares as a result of any advertisement, article,
      notice or other communication regarding the Shares published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

     

    (e) Access
      to Information.
      Such
      Investor acknowledges that it has reviewed the Disclosure Materials and has
      been
      afforded (i) the opportunity to ask such questions as it has deemed necessary
      of, and to receive answers from, representatives of the Company concerning
      the
      terms and conditions of the offering of the Shares and the merits and risks
      of
      investing in the Shares; (ii) access to information about the Company and the
      Subsidiaries and their respective financial condition, results of operations,
      business, properties, management and prospects sufficient to enable it to
      evaluate its investment; and (iii) the opportunity to obtain such additional
      information that the Company possesses or can acquire without unreasonable
      effort or expense that is necessary to make an informed investment decision
      with
      respect to the investment. Neither such inquiries nor any other investigation
      conducted by or on behalf of such Investor or its representatives or counsel
      shall modify, amend or affect such Investor’s right to rely on the truth,
      accuracy and completeness of the Disclosure Materials and the Company’s
      representations and warranties contained in the Transaction
      Documents.

     

    (f) Independent
      Investment Decision.
      Such
      Investor has independently evaluated the merits of its decision to purchase
      Shares pursuant to the Transaction Documents, and such Investor confirms that
      it
      has not relied on the advice of any other Investor’s business and/or legal
      counsel in making such decision. 

     

    (g) Certain
      Trading Activities.
      Such
      Investor has not directly or indirectly, nor has any Person acting on behalf
      of
      or pursuant to any understanding with such Investor, engaged in any transactions
      in the securities of the Company (including, without limitations, any Short
      Sales involving the Company’s securities) since the earlier to occur of (1) the
      time that such Investor was first contacted by the Company regarding an
      investment in the Company and (2) the 30th
      day
      prior to the date of this Agreement. Such Investor covenants that neither it
      nor
      any Person acting on its behalf or pursuant to any understanding with it will
      engage in any transactions in the securities of the Company (including Short
      Sales) prior to the time that the transactions contemplated by this Agreement
      are publicly disclosed.

     

    The
      Warrantors acknowledge and agree that no Investor has made or makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section 3.2.

     

    
      
        
        

      

      
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    ARTICLE
      4.

    OTHER
      COVENANTS AND AGREEMENTS

     

    4.1. (a)
      Shares
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of the Shares other than pursuant to an effective
      registration statement, to the Company, to an Affiliate of an Investor or in
      connection with a pledge as contemplated in Section 4.1(b), the Company may
      require the transferor thereof to provide to the Company an opinion of counsel
      selected by the transferor, the form and substance of which opinion shall be
      reasonably satisfactory to the Company, to the effect that such transfer does
      not require registration of such transferred Shares under the Securities
      Act.

     

    (b) Certificates
      evidencing Shares (as defined in Section 4.1(c)) will contain the following
      legend, until such time as they are not required under Section
      4.1(c):

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
      BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
      THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT
      AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
      OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
      SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED
      IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH
      SECURITIES.

     

    The
      Company acknowledges and agrees that an Investor may from time to time pledge,
      and/or grant a security interest in some or all of the Shares pursuant to a
      bona
      fide margin agreement in connection with a bona fide margin account and, if
      required under the terms of such agreement or account, such Investor may
      transfer pledged or secured Shares to the pledgees or secured parties. Such
      a
      pledge or transfer would not be subject to approval or consent of the Company
      and no legal opinion of legal counsel to the pledgee, secured party or pledgor
      shall be required in connection with the pledge, but such legal opinion may
      be
      required in connection with a subsequent transfer following default by the
      Investor transferee of the pledge. No notice shall be required of such pledge.
      At the appropriate Investor’s expense, the Company will execute and deliver such
      reasonable documentation as a pledgee or secured party of Shares may reasonably
      request in connection with a pledge or transfer thereof including the
      preparation and filing of any required prospectus supplement under Rule
      424(b)(3) of the Securities Act or other applicable provision of the Securities
      Act to appropriately amend the list of selling stockholders thereunder. Except
      as otherwise provided in Section 4.1(c), any Shares subject to a pledge or
      security interest as contemplated by this Section 4.1(b) shall continue to
      bear
      the legend set forth in this Section 4.1(b) and be subject to the restrictions
      on transfer set forth in Section 4.1(a).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (c) Certificates
      evidencing Shares shall not contain any legend (including the legend set forth
      in Section 4.1(b)): (i) while a registration statement (including the
      Registration Statement) covering such Shares is then effective, or (ii)
      following a sale or transfer of such Shares pursuant to Rule 144 (assuming
      the
      transferee is not an Affiliate of the Company), or (iii) while such Shares
      are
      eligible for sale by the selling Investor without volume restrictions under
      Rule
      144. The Company agrees that following the Effective Date or such other time
      as
      legends are no longer required to be set forth on certificates representing
      Shares under this Section 4.1(c), it will, no longer than three Trading Days
      following the delivery by an Investor to the Company or the Transfer Agent
      of a
      certificate representing such Shares containing a restrictive legend, deliver
      or
      instruct the Transfer Agent to deliver to such investor Shares which are free
      of
      all restrictive and other legends. If the Company is then eligible, certificates
      for Shares subject to legend removal hereunder shall be transmitted by the
      Transfer Agent to an Investor by crediting the prime brokerage account of such
      Investor with the Depository Trust Company System as directed by such Investor.
      If an Investor shall make a sale or transfer of Shares either (x) pursuant
      to
      Rule 144 or (y) pursuant to a registration statement and in each case shall
      have
      delivered to the Company or the Company’s transfer agent the certificate
      representing the applicable Shares containing a restrictive legend which are
      the
      subject of such sale or transfer and a representation letter in customary
      form (the
      date
      of such sale or transfer and Shares delivery being the “Share
      Delivery Date”)
      and (1)
      the Company shall fail to deliver or cause to be delivered to such Investor
      a
      certificate representing such Shares that is free from all restrictive or other
      legends by the third Trading Day following the Share Delivery Date and (2)
      following such third Trading Day after the Share Delivery Date and prior to
      the
      time such Shares are received free from restrictive legends, the Investor,
      or
      any third party on behalf of such Investor, purchases (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the Investor of such Shares (a “Buy-In”),
      then,
      in addition to any other rights available to the Investor under the Transaction
      Documents and applicable law, the Company shall pay in cash to the Investor
      (for
      costs incurred either directly by such Investor or on behalf of a third party)
      the amount by which the total purchase price paid for Common Stock as a result
      of the Buy-In (including brokerage commissions, if any) exceed the proceeds
      received by such Investor as a result of the sale to which such Buy-In relates.
      The Investor shall provide the Company written notice indicating the amounts
      payable to the Investor in respect of the Buy-In. The Company may not make
      any
      notation on its records or give instructions to any transfer agent of the
      Company that enlarge the restrictions on transfer set forth in this
      Section.

     

    4.2. Furnishing
      of Information.
      As long
      as any Investor owns any Shares, the Company covenants to timely file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by the Company with the Commission after the date
      hereof pursuant to the Exchange Act. As long as any Investor owns Shares, if
      the
      Company is not required to file reports pursuant to such laws, it will prepare
      and furnish to the Investors and make publicly available in accordance with
      Rule
      144(c) such information as is required for the Investors to sell the Shares
      under Rule 144. The Company further covenants that it will take such further
      action as any holder of Shares may reasonably request, including but not limited
      to providing the Investor with a written statement confirming that the Company
      has complied with the reporting requirements set forth in Rule 144, all to
      the
      extent required from time to time to enable such Person to sell the Shares
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    4.3. Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      of
      the Company shall, sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Shares in a manner
      that would require the registration under the Securities Act of the sale of
      the
      Shares to the Investors, or that would be integrated with the offer or sale
      of
      the Shares for purposes of the rules and regulations of any Trading Market
      in a
      manner that would require stockholder approval of the sale of the securities
      to
      the Investors.

     

    4.4. Subsequent
      Registrations.
      Other
      than pursuant to the Registration Rights Agreement, prior to the first to occur
      of (a) the Effective Date of a Registration Statement resulting in all
      Registrable Securities (as defined in the Registration Rights Agreement) being
      registered for resale pursuant to one or more effective Registration Statements
      or (b) such time as all Registrable Securities may be sold by the Investors
      without volume restrictions pursuant to Rule 144, the Company may not file
      any
      registration statement (other than on Form S-8) with the Commission with respect
      to any securities of the Company.

     

    4.5. Securities
      Laws Disclosure; Publicity.
      By 9:30
      a.m. (New York City time) on the Trading Day following the execution of this
      Agreement, and by 9:30 a.m. (New York City time) on the Trading Day following
      the Closing Date, the Company shall issue press releases disclosing the
      transactions contemplated hereby and the Closing. On the Trading Day following
      the execution of this Agreement the Company will file a Current Report on Form
      8-K disclosing the material terms of the Transaction Documents (and attach
      as
      exhibits thereto the Transaction Documents), and on the Trading Day following
      the Closing Date the Company will file an additional Current Report on Form
      8-K
      to disclose the Closing. In addition, the Company will make such other filings
      and notices and comply with any other obligations in the manner and time
      required by the Commission and the Trading Market on which the Common Stock
      is
      listed. Notwithstanding the foregoing, the Company shall not publicly disclose
      the name of any Investor, or include the name of any Investor in any filing
      with
      the Commission (other than a Registration Statement and any exhibits to filings
      made in respect of this transaction in accordance with periodic filing
      requirements under the Exchange Act) or any regulatory agency or Trading Market,
      without the prior written consent of such Investor, except to the extent such
      disclosure is required by law or Trading Market regulations.

     

    4.6. Limitation
      on Issuance of Future Priced Securities.
      During
      the six months following the Closing Date, the Company shall not issue any
      “Future Priced Securities” as such term is described by NASD
      IM-4350-1.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    4.7. Indemnification
      of Investors.
      In
      addition to the indemnity provided in the Registration Rights Agreement, each
      of
      the Warrantors will jointly and severally indemnify and hold the Investors
      and
      their directors, officers, shareholders, partners, employees and agents and
      each
      person who controls an Investor within the meaning of the Securities Act (each,
      an “Investor
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation (collectively, “Losses”)
      that
      any such Investor Party may suffer or incur as a result of or relating to any
      misrepresentation, breach or inaccuracy of any representation, warranty,
      covenant or agreement made by either of the Warrantors in any Transaction
      Document. In addition to the indemnity contained herein, the Warrantors will
      reimburse each Investor Party for its reasonable legal and other expenses
      (including the cost of any investigation, preparation and travel in connection
      therewith) incurred in connection therewith, as such expenses are incurred.
      Except as otherwise set forth herein, the mechanics and procedures with respect
      to the rights and obligations under this Section 4.7 shall be the same as those
      set forth in Section 5 of the Registration Rights Agreement.

     

    4.8. Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Investor or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Investor shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that each Investor shall be relying on the foregoing representations
      in
      effecting transactions in securities of the Company.

     

    4.9. Listing
      of Shares.
      The
      Company agrees that (i) to the extent not already included, it will include
      the
      Shares in its application to list the Common Stock for trading on the NASDAQ
      Capital Market, and will take such other action as is necessary or desirable
      to
      cause the Shares to be listed on the NASDAQ Capital Market as promptly as
      possible, and (ii) it will take all action reasonably necessary to continue
      the
      listing and trading of its Common Stock on a Trading Market and will comply
      in
      all material respects with the Company’s reporting, filing and other obligations
      under the bylaws or rules of all applicable Trading Markets.

     

    4.10. Use
      of
      Proceeds.
      The
      Company will use the net proceeds from the sale of the Shares hereunder for
      working capital purposes and not for the satisfaction of any portion of the
      Company’s debt (other than payment of trade payables and accrued expenses in the
      ordinary course of the Company’s business and consistent with prior practices),
      or to redeem any Common Stock or any securities of the Company or any Subsidiary
      which entitle the holder thereof to acquire Common Stock at any time, including
      without limitation, any debt, preferred stock, rights, options, warrants or
      other instrument that is at any time convertible into or exchangeable for,
      or
      otherwise entitles the holder thereof to receive, Common Stock or other
      securities that entitle the holder to receive, directly or indirectly, Common
      Stock.

     

    4.11. Form
      D. The Company will file a Form D with the Commission within 15 days of
      the
      Closing Date with respect to the Shares as required under Regulation D under
      the
      Securities Act, and will provide a copy thereof to the Investors.

     

    4.12. No
      Conflicting Agreements. The Company will not take any action, enter into any
      agreement or make any commitment that would conflict or interfere in any
      material respect with the Company’s obligations to the Investors under the
      Transaction Documents.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5.

    CONDITIONS
      PRECEDENT TO CLOSING

     

    5.1. Conditions
      Precedent to the Obligations of the Investors to Purchase Shares.
      The
      obligation of each Investor to acquire Shares at the Closing is subject to
      the
      satisfaction, at or before the Closing, of each of the following conditions,
      any
      of which may be waived by such Investor (as to itself only):

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Warrantors contained herein shall be
      true
      and correct in all material respects as of the date when made and as of the
      Closing as though made on and as of such date;

     

    (b) Performance.
      The
      Company shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by it at or prior to
      the
      Closing;

     

    (c) No
      Injunction.
      No
      judgment, writ, order, injunction, award or decree of or by any court, or judge,
      justice or magistrate, including any bankruptcy court or judge, or any statute,
      rule, regulation, order of or by any governmental authority, shall have been
      enacted, promulgated or issued, and no action or proceeding shall have been
      instituted by any governmental authority, enjoining or preventing the
      consummation of the transactions contemplated by the Transaction
      Documents;

     

    (d) Adverse
      Changes.
      Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that reasonably could have or result in a Material Adverse
      Effect;

     

    (e) No
      Suspensions of Trading in Common Stock; Listing.
      Trading
      in the Common Stock shall not have been suspended by the Commission, any Trading
      Market or any governmental or regulatory body (except for any suspensions of
      trading of not more than one Trading Day solely to permit dissemination of
      material information regarding the Company) at any time since the date of
      execution of this Agreement, the Common Stock shall have been at all times
      since
      such date listed for trading on a Trading Market, and the Company shall not
      have
      received notice of any delisting or removal from trading on any Trading Market
      or that it is in violation of any rule, regulation or interpretation of any
      Trading Market that could lead to delisting or removal from
      trading;

     

    (f) Agreements.
      The
      Company shall have delivered the Registration Rights Agreement, duly executed
      by
      the Company, and the Voting Agreement, duly executed by the Company and the
      Existing Shareholders.

     

    (g) Company
      Deliverables.
      The
      Company shall have delivered the Company Deliverables in accordance with Section
      2.3(a); 

     

    (h) Permits.
      The
      Company shall have obtained any and all consents, permits, approvals,
      registrations and waivers necessary or appropriate for consummation of the
      purchase and sale of the Shares and the consummation of the other transactions
      contemplated by the Transaction Documents to be consummated on or prior to
      the
      Closing Date, all of which shall be in full force and effect; and

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (i) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
      Section 6.5.

     

    5.2. Conditions
      Precedent to the Obligations of the Company to Sell Shares.
      The
      obligation of the Company to sell and issue Shares at the Closing is subject
      to
      the satisfaction or waiver by the Company, at or before the Closing, of each
      of
      the following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of each Investor contained herein shall be true
      and correct in all material respects as of the date when made and as of the
      Closing Date as though made on and as of such date;

     

    (b) Performance.
      Each
      Investor shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by such Investor at or
      prior to the Closing;

     

    (c) No
      Injunction.
      No
      judgment, writ, order, injunction, award or decree of or by any court, or judge,
      justice or magistrate, including any bankruptcy court or judge, or any statute,
      rule, regulation, order of or by any governmental authority, shall have been
      enacted, promulgated or issued, and no action or proceeding shall have been
      instituted by any governmental authority, enjoining or preventing the
      consummation of the transactions contemplated by the Transaction
      Documents;

     

    (d) Investor
      Deliverables.
      Each
      Investor shall have delivered its Purchase Price in accordance with Section
      2.3(b) and the Registration Rights Agreement, duly executed by such Investor;
      and

     

    (e) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
      Section 6.5.

     

    ARTICLE
      6.

    MISCELLANEOUS

     

    6.1. Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of the
      Transaction Documents; provided,
      however,
      that
      the Company shall, at Closing, reimburse the reasonable accountants’ fees of one
      accounting firm of and the reasonable attorneys’ fees of one counsel to the
      Investors. The Company shall pay all stamp and other taxes and duties levied
      in
      connection with the issuance of the Shares.

     

    6.2. Entire
      Agreement.
      The
      Transaction Documents, together with the Exhibits and Schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, discussions and
      representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into such documents, exhibits and
      schedules.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    6.3. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on
      any Trading Day, (c) the Trading Day following the date of mailing, if sent
      by
      U.S. nationally recognized overnight courier service, or (d) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices and communications shall be as follows:

    

      
        	
                If
                  to the Company

              	
                China
                  TransInfo Technology Corp.

              
	
                and/or
                  PKU:

              	
                07
                  Floor E-Wing Center, No. 113 Zhichunlu, Haidan District, Beijing,
                  People’s
                  Republic of China 100086

              
	 	
                Attn:
                  Chief Executive Officer

              
	 	
                Facsimile: 86-10-62637657

              
	 	 
	
                With
                  a copy to:

              	
                Thelen
                  Reid Brown Raysman & Steiner LLP

              
	 	
                701
                  8th Street NW

              
	 	
                Washington,
                  D.C. 20001

              
	 	
                Facsimile:
                  (202) 654-1804

              
	 	
                Attn.:
                  Louis A. Bevilacqua, Esq.

              
	 	 
	If
                to an Investor: 	To
                the address set forth under such Investor’s name on the signature pages
                hereof;


      

    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    6.4. Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and the Investors holding a majority of the
      Shares. No waiver of any default with respect to any provision, condition or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any subsequent default or a waiver of any other provision,
      condition or requirement hereof, nor shall any delay or omission of either
      party
      to exercise any right hereunder in any manner impair the exercise of any such
      right. No consideration shall be offered or paid to any Investor to amend or
      consent to a waiver or modification of any provision of any Transaction Document
      unless the same consideration is also offered to all Investors who then hold
      Shares. Without the written consent or the affirmative vote of each Investor
      affected thereby, an amendment or waiver under this Section 6.4 may not waive
      or
      amend any Transaction Document the effect of which would be to permit the
      Company to (1) name any Investor as an underwriter in a Registration Statement
      without such Investor’s specific written consent thereto, or (2) not include any
      Registrable Securities (as defined in the Registration Rights Agreement) of
      an
      Investor in a Registration Statement due to their refusal to be named as an
      underwriter therein.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    6.5. Termination.
      This
      Agreement may be terminated prior to Closing:

     

    (a) by
      written agreement of the Investors and the Company; 

     

    (b) by
      the
      Company if any of the conditions set forth in Section 5.2 shall have become
      incapable of fulfillment, and shall not have been waived by the
      Company;

     

    (c) by
      an
      Investor (with respect to itself only) if any of the conditions set forth in
      Section 5.1 shall have become incapable of fulfillment, and shall not have
      been
      waived by such Investor; or

     

    (d) by
      either
      the Company or an Investor (with respect to itself only) upon written notice
      to
      the other parties, if the Closing shall not have taken place by 6:30 p.m.
      Eastern time on the Outside Date;

     

    provided,
      however,
      that,
      except in the case of clause (a) above, the right to terminate this Agreement
      under this Section 6.5(b) shall not be available to any Person whose
      failure to comply with its obligations under this Agreement has been the cause
      of or resulted in the failure of the Closing to occur on or before such
      time.

     

    In
      the
      event of a termination pursuant to this Section, the Company shall promptly
      notify all non-terminating Investors. Upon a termination in accordance with
      this
      Section 6.5, the Company and the terminating Investor(s) shall not have any
      further obligation or liability (including as arising from such termination)
      to
      the other and no Investor will have any liability to any other Investor under
      the Transaction Documents as a result therefrom.

     

    6.6. Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

     

    6.7. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Investors. Any Investor may assign any or all of its rights
      under
      this Agreement to any Person to whom such Investor assigns or transfers any
      Shares, provided such transferee agrees in writing to be bound, with respect
      to
      the transferred Shares, by the provisions hereof that apply to the
“Investors.”

     

    6.8. No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.7 (as to each Investor Party).

     

    
      
        
        

      

      
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    6.9. Governing
      Law and Waiver of Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) shall be commenced exclusively in the New York Courts. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of the any of the Transaction Documents), and hereby
      irrevocably waives, and agrees not to assert in any Proceeding, any claim that
      it is not personally subject to the jurisdiction of any such New York Court,
      or
      that such Proceeding has been commenced in an improper or inconvenient forum.
      Each party hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such Proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      Notwithstanding Section 4.7 above, if either party shall commence a Proceeding
      to enforce any provisions of a Transaction Document, then the prevailing party
      in such Proceeding shall be reimbursed by the other party for its reasonable
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such Proceeding.

     

    EACH
      PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
      OF
      ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION
      DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE
      OF
      THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
      MAY
      BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
      INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
      CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN
      FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT
      BE
      SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
      REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
      AND
      THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
      MAY
      NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER WILL APPLY TO
      ANY
      SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF)
      THIS
      AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
      CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

     

    
      
        
        

      

      
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    6.10. Survival.
      The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and the delivery of the Shares, until the second anniversary
      of the date hereof.

     

    6.11. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    6.12. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    6.13. Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Investor
      exercises a right, election, demand or option under a Transaction Document
      and
      the Company does not timely perform its related obligations within the periods
      therein provided, then such Investor may rescind or withdraw, in its sole
      discretion from time to time upon written notice to the Company, any relevant
      notice, demand or election in whole or in part without prejudice to its future
      actions and rights.

     

    6.14. Replacement
      of Shares.
      If any
      certificate or instrument evidencing any Shares is mutilated, lost, stolen
      or
      destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Shares.
      If a
      replacement certificate or instrument evidencing any Shares is requested due
      to
      a mutilation thereof, the Company may require delivery of such mutilated
      certificate or instrument as a condition precedent to any issuance of a
      replacement.

     

    6.15. Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Investors and the Company will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    
      
        
        

      

      
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    6.16. Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Investor pursuant
      to
      any Transaction Document or an Investor enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    6.17. Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under any Transaction Document are several and
      not
      joint with the obligations of any other Investor, and no Investor shall be
      responsible in any way for the performance of the obligations of any other
      Investor under any Transaction Document. The decision of each Investor to
      purchase Shares pursuant to the Transaction Documents has been made by such
      Investor independently of any other Investor. Nothing contained herein or in
      any
      Transaction Document, and no action taken by any Investor pursuant thereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      Each
      Investor acknowledges that no other Investor has acted as agent for such
      Investor in connection with making its investment hereunder and that no Investor
      will be acting as agent of such Investor in connection with monitoring its
      investment in the Shares or enforcing its rights under the Transaction
      Documents. Each Investor shall be entitled to independently protect and enforce
      its rights, including without limitation the rights arising out of this
      Agreement or out of the other Transaction Documents, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose. The Company acknowledges that each of the Investors
      has been provided with the same Transaction Documents for the purpose of closing
      a transaction with multiple Investors and not because it was required or
      requested to do so by any Investor.

     

    6.18. Limitation
      of Liability.
      Notwithstanding anything herein to the contrary, the Company acknowledges and
      agrees that the liability of an Investor arising directly or indirectly, under
      any Transaction Document of any and every nature whatsoever shall be satisfied
      solely out of the assets of such Investor, and that no trustee, officer, other
      investment vehicle or any other Affiliate of such Investor or any investor,
      shareholder or holder of shares of beneficial interest of such a Investor shall
      be personally liable for any liabilities of such Investor.

     

    6.19. Further
      Assurances. The parties shall execute and deliver all such further
      instruments and documents and take all such other actions as may reasonably
      be
      required to carry out the transactions contemplated hereby and to evidence
      the
      fulfillment of the agreements herein contained.

     

    6.20. Director
      Expenses. For so long as a designee of SAIF is a member of the Company’s
      Board of Directors, the Company shall reimburse the reasonable out-of-pocket
      expenses of such director incurred in connection with attendance of meetings
      of
      the Company’s Board of Directors and other events at the request of the
      Company.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

    

      
        	 	
                CHINA
                  TRANSINFO TECHNOLOGY CORP.

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Shudong Xia

              
	 	
                Name:
                  Shudong Xia

              
	 	
                Title:
                  Chief Executive Officer

              
	 	 
	 	 
	 	
                BEIJING
                  PKU CHINAFRONT HIGH

                TECHNOLOGY
                  CO., LTD.

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  Shudong Xia

              
	 	
                Name:
                  Shudong Xia

              
	 	
                Title:
                  President

              


      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOR INVESTORS FOLLOW]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

    

      
        	 	
                NAME
                  OF INVESTOR:

              
	 	 
	 	
                SAIF
                  PARTNERS III L.P.

              
	 	 
	 	
                By:

              	
                /s/
                  Andrew Y.
                  Yan                                               
                  

              
	 	 	
                Name:
                  Andrew Y. Yan

              
	 	 	
                Title:
                  Authorized Signatory

              
	 	 	 
	 	
                Purchase
                  Price:
                  US$15,000,000                                      
                  

              
	 	 
	 	
                Number
                  of Shares:
                  2,586,207                                          
                  

              
	 	 
	 	
                Tax
                  ID No.:
                  98-0528689                                                  
                  

              
	 	 
	 	
                ADDRESS
                  FOR NOTICE

              
	 	 
	 	
                c/o:                                                                                      

              
	 	 
	 	
                Street:
                  #2115, Two Pacific Place, 88 Queensway

              
	 	 
	 	
                City/State/Zip:
                  Admiralty, Hong Kong

              
	 	 
	 	
                Attention:
                  Anita
                  Chan                                                       
                  

              
	 	 
	 	
                Tel:
                  +852.2918.2200                                                          
                  

              
	 	 
	 	
                Fax:
                  +852.2234.9116                                                          
                  

              
	 	 
	 	
                DELIVERY
                  INSTRUCTIONS

              
	 	
                (if
                  different from above)

              
	 	 
	 	
                c/o:                                                                                          

              
	 	 
	 	
                Street:                                                                                  
                  

              
	 	 
	 	
                City/State/Zip:                                                                    
                  

              
	 	 
	 	
                Attention:                                                                            
                  

              
	 	 
	 	
                Tel:                                                                                       

              


      

    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Schedule
      I

     

    SCHEDULE
      OF INVESTORS

     

    
      	
              Investor

            	 	
              Address
                and

              Facsimile
                Number

            
	 	 	 
	
              SAIF
                PARTNERS III L.P.

            	 	
              #2115,
                Two Pacific Place, 88 Queensway, Admiralty, Hong Kong

              (F)
                +852.2234.9116

            


    

    


    
      
        
        

      

      
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