Exhibit
      10.2

     

    VOTING
      AGREEMENT

     

    This
      VOTING AGREEMENT (the “Agreement”)
      is
      made and entered into as of this 17th
      day of
      July, 2008, by and among China TransInfo Technology Corp., a Nevada corporation
      (the “Company”),
      each
      of the investors listed on Schedule
      A
      (the
“Investors”)
      and
      those certain shareholders of the Company listed on Schedule
      B
      (the
“Existing
      Shareholders”
and
      collectively with the Investors, the “Shareholders”).
      

     

    WHEREAS,
      concurrently with the execution of this Agreement, the Company and the Investors
      are entering into a Securities Purchase Agreement (the “Purchase
      Agreement”)
      providing for the sale of shares of the Company’s Common Stock, and in
      connection with that agreement, the parties desire to provide the Investors
      with
      the right, among other rights, to elect certain members of the board of
      directors of the Company (the “Board”)
      in
      accordance with the terms of this Agreement. Defined terms used herein that
      are
      not defined herein have the meaning as defined in the Purchase Agreement.


     

    WHEREAS,
      the Amended and Restated Articles of Incorporation, as amended, of the Company
      (the “Restated
      Articles”)
      provides that the holders of record of the shares of common stock of the
      Company, $0.001 par value per share (“Common
      Stock”)
      and of
      any other class or series of voting stock, voting together as a single class,
      shall
      be
      entitled to elect the board of directors of the Company. 

     

    WHEREAS,
      the Company does not have any voting stock outstanding other than Common Stock.
      

     

    WHEREAS,
      in order to induce the Investors to expend the time and resources required
      enter
      into the Purchase Agreement, the parties desire to enter into this Agreement
      to
      set forth their agreements and understandings with respect to how shares of
      the
      Company’s capital stock held by them will be voted on.

     

    NOW,
      THEREFORE, in consideration of the mutual promises made herein and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Voting
      Provisions Regarding Board of Directors. 

     

    1.1 Size
      of the Board.
      During
      the Term (as defined below) of this Agreement, each Shareholder agrees to vote,
      or cause to be voted, all Shares (as defined below) owned by such Shareholder,
      or over which such Shareholder has voting control, from time to time and at
      all
      times, in whatever manner as shall be necessary to ensure that the size of
      the
      Board shall be set and remain at seven (7) directors. For purposes of this
      Agreement, the term “Shares”
shall
      mean and include any securities of the Company the holders of which are entitled
      to vote for members of the Board, including without limitation, all shares
      of
      Common Stock or preferred stock, by whatever name called, now owned or
      subsequently acquired by a Shareholder, however acquired, whether through stock
      splits, stock dividends, reclassifications, recapitalizations, similar events
      or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2 Election
      of Investor Nominee.
      During
      the Term of this Agreement, each Shareholder agrees to vote, or cause to be
      voted, all Shares owned by such Shareholder, or over which such Shareholder
      has
      voting control, from time to time and at all times, in whatever manner as shall
      be necessary to ensure that at each annual or special meeting of shareholders
      at
      which an election of directors is held or pursuant to any written consent of
      the
      shareholders, one individual designated by the Investors, which individual
      shall
      initially be Brandon Ho-Ping Lin, shall be elected as a director of the Company.
      

     

    1.3 Failure
      to Designate a Board Member.
      In the
      absence of any designation from the persons or groups with the right to
      designate a director as specified above, the director previously designated
      by
      them and then serving shall be reelected if still eligible to serve as provided
      herein.

     

    1.4 Removal
      of Board Members.
      Each
      Shareholder also agrees to vote, or cause to be voted, all Shares owned by
      such
      Shareholder, or over which such Shareholder has voting control, from time to
      time and at all times, in whatever manner as shall be necessary to ensure that:
      

     

    (a) no
      director elected pursuant to Sections 1.2
      or 1.3
      of this
      Agreement may be removed from office unless (i) such removal is directed or
      approved by the affirmative vote of the Investors, entitled under Section 1.2
      to
      designate that director or (ii) the Investors originally entitled to designate
      or approve such director pursuant to Section
      1.2
      is no
      longer so entitled to designate or approve such director; and 

     

    (b) any
      vacancies created by the resignation, removal or death of a director elected
      pursuant to Sections 1.2
      or 1.3
      shall be
      filled pursuant to the provisions of this Section
      1
      with the
      Investors having the right to nominate the director to fill such
      vacancy.

     

    1.5 Written
      Consent.
      All
      Shareholders agree to execute any written consents required to perform the
      obligations of this Agreement, and the Company agrees at the request of any
      party entitled to designate directors to call a special meeting of shareholders
      for the purpose of electing directors. 

     

    1.6 Further
      Assurances.
      During
      the Term, the Existing Shareholders will take such further actions and execute
      such further documents and instruments as may reasonably be requested by the
      Investors or the Company to carry out the provisions of this
      Agreement.

     

    1.7 No
      Liability for Election of Recommended Directors.
      No
      party, nor any Affiliate of any such party, shall have any liability as a result
      of designating a person for election as a director for any act or omission
      by
      such designated person in his or her capacity as a director of the Company,
      nor
      shall any party have any liability as a result of voting for any such designee
      in accordance with the provisions of this Agreement.

     

    1.8 Representations
      & Warranties.
      Each
      Existing Shareholders represent and warrants, severally and not jointly, to
      the
      Investors as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) Valid
      Title, etc.
      With
      respect to the Shares beneficially owned by the Existing Shareholders, there
      are
      no restrictions on the rights of disposition pertaining thereto, except for
      any
      restrictions contemplated herein, restrictions arising under that certain Make
      Good Escrow Agreement, dated May 14, 2007, with certain investors (the “Make
      Good Escrow Agreement”) or arising under applicable securities laws, such
      Existing Shareholder has exclusive power to vote, exclusive power of disposition
      and exclusive power to agree to all of the matters set forth in this Agreement,
      in each case with respect to all of such Existing Shareholder’s Shares with no
      limitations, qualifications or restrictions on these rights. Each Existing
      Shareholder represents that neither it nor any of its Affiliates is party to
      or
      bound by any agreement with respect to the voting (by proxy or otherwise),
      sale
      or other disposition of their Shares (other than this Agreement and the Make
      Good Escrow Agreement).

     

    (b) Non-Contravention.
      The
      execution and delivery of this Agreement by such Existing Shareholder and the
      performance by such Existing Shareholder of such Existing Shareholder’s
      obligations under this Agreement (i) are within such Existing Shareholder’s
      powers, have been duly authorized by all necessary action (including any
      consultation, approval or other action by or with any other person), (ii)
      require no action by or in respect of, or filing with, any governmental body,
      agency, official or authority, and (iii) do not and will not contravene or
      constitute a default under, or give rise to a right of termination, cancellation
      or acceleration of any right or obligation of such Existing Shareholder or
      to a
      loss of any material benefit of such Existing Shareholder under, any provision
      of applicable law or regulation or of any agreement, judgment, injunction,
      order, decree, or other instrument binding on him/it or result in the imposition
      of any lien on any asset of such Existing Shareholder other than any conflicts,
      breaches, violations, defaults, obligations, rights or losses that individually
      or in the aggregate would not (A) impair the ability of such Existing
      Shareholder to perform its obligations under this Agreement or (B) prevent
      or
      delay the consummation of any of the transactions contemplated hereby.


     

    (c) Binding
      Effect.
      This
      Agreement has been duly executed and delivered by such Existing Shareholder,
      and
      this Agreement is the valid and binding agreement of the Existing Shareholder,
      enforceable against it in accordance with its terms, subject to applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
      similar laws affecting creditors’ rights and remedies generally and to general
      principles of equity.

     

    2. Covenants
      of the Company 

     

    2.1 Initial
      Election.
      By the
      earlier of (i) the two-month anniversary of the date on which the Common Stock
      of the Company is first listed on the NASDAQ Capital Market and (ii) September
      30, 2008, the Company shall cause the election as new directors of the Company,
      Mr. Brandon Ho-Ping Lin (or such other individual(s) as may be designated in
      writing by the Investors) and another individual as may be designed by the
      Company; provided that such individual is “independent” as defined by Rule
      4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc.


     

    2.2 Nomination.
      Following the initial election of Mr. Lin (or such other individual(s) as may
      be
      designated in writing by the Investors) as a director of the Company in
      accordance with the above section and during the Term of this Agreement, the
      Company shall use its best efforts (i) to cause such individual(s) as may be
      designated in writing by the Investors to be nominated for election at each
      annual or special meeting of shareholders at which an election of directors
      is
      held or pursuant to any written consent of the shareholders for the election
      of
      directors, and (ii) in the event of the death, removal or resignation of any
      director designated by the Investors under this Agreement (including Mr. Lin)
      from the Board of Directors for any reason, to cause the nomination, appointment
      or election of such person designated in writing by the Investors to fill the
      vacancy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 Observer
      Rights.
      Until
      the earlier of (i) the fifth anniversary of the date of this Agreement or (ii)
      the date that this Agreement terminates in accordance with Section
      5
      below,
      the Company will ensure that the Investor may nominate, at its option, one
      person to observe all meetings of the Board of Directors of the Company, whether
      held in person or by electronic communication, and will ensure that such person
      receives all information and communication that the Company directors receive
      in
      relation to his or her duties as a director, in the manner and timeframe similar
      to the manner and timeframe of the Company directors. 

     

    2.3 Further
      Covenants of the Company.
      The
      Company agrees to use its best efforts, within the requirements of applicable
      law, to ensure that the rights granted under this Agreement are effective and
      that the parties enjoy the benefits of this Agreement. Such actions include,
      without limitation, the use of the Company’s best efforts to cause the
      nomination and election of the directors as provided in this Agreement.


     

    3. Remedies.

     

    3.1 Irrevocable
      Proxy.
      Each
      party to this Agreement hereby constitutes and appoints Mr.
      Brandon Ho-Ping Lin, as representative of the Investors, with full power of
      substitution, as the proxies of the party with respect to the matters set forth
      herein, including without limitation, election of persons as members of the
      Board in accordance with Section
      1
      hereto,
      and hereby authorizes Mr. Lin to represent and to vote, if and only if the
      party
      (i) fails to vote or (ii) attempts to vote (whether by proxy, in
      person or by written consent), in a manner which is inconsistent with the terms
      of this Agreement, all of such party’s Shares in favor of the election of
      persons as members of the Board determined pursuant to and in accordance with
      the terms and provisions of this Agreement. The proxy granted pursuant to the
      immediately preceding sentence is given in consideration of the agreements
      and
      covenants of the Company and the parties in connection with the transactions
      contemplated by this Agreement and, as such, is coupled with an interest and
      shall be irrevocable unless and until this Agreement terminates or expires
      pursuant to Section
      5
      hereof.
      Each party hereto hereby revokes any and all previous proxies with respect
      to
      the Shares and shall not hereafter, unless and until this Agreement terminates
      or expires pursuant to Section
      5
      hereof,
      purport to grant any other proxy or power of attorney with respect to any of
      the
      Shares, deposit any of the Shares into a voting trust or enter into any
      agreement (other than this Agreement), arrangement or understanding with any
      person, directly or indirectly, to vote, grant any proxy or give instructions
      with respect to the voting of any of the Shares, in each case, with respect
      to
      any of the matters set forth herein.

     

    3.2 Specific
      Enforcement.
      Each
      party acknowledges and agrees that each party hereto will be irreparably damaged
      in the event any of the provisions of this Agreement are not performed by the
      parties in accordance with their specific terms or are otherwise breached.
      Accordingly, it is agreed that each of the Company and the Shareholders shall
      be
      entitled to an injunction to prevent breaches of this Agreement, and to specific
      enforcement of this Agreement and its terms and provisions in any action
      instituted in any court of the United States or any state having subject matter
      jurisdiction. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 Remedies
      Cumulative.
      All
      remedies, either under this Agreement or by law or otherwise afforded to any
      party, shall be cumulative and not alternative.

     

    4. Standstill.
      Until
      the second anniversary of this Agreement, each of the Existing Shareholders
      agrees that neither it nor any of its Affiliates will directly or indirectly
      (i)
      sell, assign, transfer, pledge, grant a security interest in or lien on or
      otherwise dispose of or encumber (collectively, “Sell”)
      any of
      their Shares or enter into any contract, option or other arrangement or
      undertaking to Sell any of their Shares, or (ii) relinquish control of the
      voting power with respect to any of their Shares, deposit any of their Shares
      into a voting trust, enter into a voting agreement or arrangement or grant
      any
      proxy with respect to any of their Shares (other than a proxy to vote pursuant
      to this Agreement). Notwithstanding the above, during the first year after
      the
      date of this Agreement, the Existing Shareholders may Sell up to 20% of the
      Shares held of record by them on the date of this Agreement (the “Existing
      Holdings”);
      and
      during the second year after the date of this Agreement, may Sell up to 40%
      of
      their Existing Holdings. 

     

    5. Term.
      This
      Agreement shall be effective as of the date hereof and shall continue in effect
      until and shall terminate when
      the
      Investors beneficially own fewer than 50% of the number of shares of Common
      Stock purchased under the Purchase Agreement (as adjusted for any stock splits,
      stock dividends, recapitalizations or the like). 

     

    6. Miscellaneous.

     

    6.1 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 and the Existing
      Shareholders 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.” In addition, 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.

     

    6.2. 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.
      If either party shall commence a Proceeding to enforce any provisions of this
      Agreement, 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.

     

    6.3 Counterparts;
      Facsimile.
      This
      Agreement may be executed and delivered by facsimile signature and in two or
      more counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

     

    6.4 Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    6.5 Notices.
      All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given: (a) upon personal delivery
      to the party to be notified, (b) when sent by confirmed facsimile if sent during
      normal business hours of the recipient, and if not so confirmed, then on the
      next business day, (c) seven (7) days after having been sent by registered
      or
      certified mail, return receipt requested, postage prepaid, or (d) one (1) day
      after deposit with a nationally recognized overnight courier, specifying next
      day delivery, with written verification of receipt. All communications shall
      be
      sent to the respective parties at their address as set forth on Schedule
      A
      or
Schedule
      B
      hereto,
      or to such facsimile number or address as subsequently modified by written
      notice given in accordance with this Section
      6.5.
      If
      notice is given to the Company, a copy shall also be sent to Thelen Reid Brown
      Raysman & Steiner LLP, 701 8th Street NW, Washington, D.C. 20001, Facsimile:
      (202) 654-1804, Attn.: Louis A. Bevilacqua, Esq. and if notice is given to
      Shareholders, a copy shall also be given to Dorsey & Whitney, Suite 3008,
      One Pacific Place, 88 Queensway, Hong Kong, Facsimile: +852-2524-3000, Attn:
      Liza L.S. Mark. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.6. Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company, the Investors and the Existing Shareholders.
      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 delay or omission to exercise any right, power or remedy accruing
      to
      any party under this Agreement, upon any breach or default of any other party
      under this Agreement, shall impair any such right, power or remedy of such
      non-breaching or non-defaulting party nor shall it be construed to be a waiver
      of any such breach or default, or an acquiescence therein, or of or in any
      similar breach or default thereafter occurring; nor shall any waiver of any
      single breach or default be deemed a waiver of any other breach or default
      previously or thereafter occurring. Any waiver, permit, consent or approval
      of
      any kind or character on the part of any party of any breach or default under
      this Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. 

     

    6.7 Severability.
      Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability shall not affect any other provision of this Agreement or
      any
      action in any other jurisdiction, but this Agreement shall be reformed,
      construed and enforced in such jurisdiction as if such invalid, illegal or
      unenforceable provision had never been contained herein.

     

    6.8 Entire
      Agreement.
      This
      Agreement (including the Exhibits hereto), and the other Transaction Documents
      (as defined in the Purchase Agreement) constitute the full and entire
      understanding and agreement between the parties with respect to the subject
      matter hereof, and any other written or oral agreement relating to the subject
      matter hereof existing between the parties are expressly canceled. 

     

    6.9 Stock
      Splits, Stock Dividends, etc.
      In the
      event of any issuance of Shares of the Company’s voting securities hereafter to
      any of the Shareholders (including, without limitation, in connection with
      any
      stock split, stock dividend, recapitalization, reorganization, or the like),
      such Shares shall become subject to this Agreement.

     

    6.10 Manner
      of Voting.
      The
      voting of Shares pursuant to this Agreement may be effected in person, by proxy,
      by written consent or in any other manner permitted by applicable law.


     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Voting Agreement as of the
      date
      first written above.

     

    
      	
              CHINA
                TRANSINFO TECHNOLOGY CORP.

            
	 	 
	
              By:

            	
              /s/
                Shudong Xia

            
	
              Name:

            	
              Shudong
                Xia

            
	
              Title:

            	
              Chief
                Executive Officer

            
	 	 
	
              INVESTORS:

            
	 	 
	
              SAIF
                Partners III L.P.

            
	 	 
	
              By:

            	
              /s/Andrew
                Y. Yan

            
	
              Name:

            	
              Andrew
                Y. Yan,

            
	
              Title:

            	
              Authorized
                Signatory

            
	 	 
	
              EXISTING
                SHAREHOLDERS:

            
	 
	
              Karmen
                Investment Holdings Limited

            
	 	 
	
              By:

            	
              /s/
                Shudong Xia

            
	
              Name:

            	
              Shudong
                Xia

            
	
              Title:

            	
              Director

            
	 	 
	
              Leguna
                Verde Investments Limited

            
	 	 
	
              By:

            	
              /s/
                Chuang Yang

            
	
              Name:

            	
              Chuang
                Yang

            
	
              Title:

            	
              Director

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    INVESTORS

     

    
      	
              Name and Address

            	 	
              Number of Shares Held

            
	 	 	 
	
              SAIF
                Partners III L.P.

               

              Suite
                2115-2118, Two Pacific Place

              88
                Queensway

              Admiralty,
                Hong Kong

              +852-2918-2200
                Phone

              +852-2234-9116

            	 	
              2,586,207

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

     

    EXISTING
      SHAREHOLDERS

     

    
      	
              Name
                and Address

            	 	
              Number
                of Shares Held

            
	 	 	 
	
              Karmen
                Investment Holdings Limited

            	 	
              9,566,532

            
	 	 	 
	
              P.O.
                Box 3444, Road Town, Tortola, British Virgin Islands

            	 	 
	 	 	 
	
              Leguna
                Verde Investment Limited

            	 	
              1,274,960

            
	 	 	 
	
              P.O.
                Box 3444, Road Town, Tortola, British Virgin Islands