Exhibit 10.2
OPTION AGREEMENT
BY AND BETWEEN
CHINA TRANSINFO TECHNOLOGY GROUP CO.,
LTD.
AND
SHUDONG XIA
OPTION AGREEMENT
This
Option Agreement (this “ Agreement ”) is entered
into on the day of September 8, 2009 by and between the following
parties:
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Optionee:
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China TransInfo
Technology Group Co., Ltd.
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Address: Floor
16, E-Wing Center, No.113 Zhichun Road, Haidian, Beijing, China
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Grantor:
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Shudong
Xia
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Identification
Card No: 422125721020561
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Address: Room
7-3-802 Xingbiaojiayuan, Wanliu,
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Haidian
District, Beijing, China
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RECITALS
The
Grantor has entered into a share transfer agreement with
Unisplendour Corporation Limited (“ Unisplendour
”), dated September 8, 2009 (the “ Share Transfer
Agreement ”), pursuant to which the Grantor acquired
35.17% of the equity interest (“ Equity Interest
”) in Beijing UNISITS Technology Co. Ltd. (“
UNISITS ”) from Unisplendour for a cash price of RMB
44, 400,000. UNISITS is a company organized under the laws of the
People’s Republic of China (the “ PRC ”),
engaged in the business of providing traffic engineering E&M
systems, intelligent transportation products, and intelligent
transportation services (ITS) to the domestic expressway, railway,
and urban transportation markets.
The
Optionee is a PRC company that is 100% owned by the Grantor,
Chairman, CEO and President of China TransInfo Technology Corp., a
Nevada company (“ CTFO ”), Zhiping Zhang,
CTFO’s Vice President of Research and Development, Zhibin
Lai, CTFO’s Vice President and Wei Gao, a designee of SAIF
Partners III L.P., a 10% shareholder of CTFO.
The
Grantor desires to grant the Optionee an option to purchase
18,500,000 shares of UNISITS’ capital stock, which constitute
35.17% of the issued and outstanding capital stock of UNISITS in
return for cash on the terms set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises, mutual covenants
herein set forth and other good and valuable consideration, subject
to the terms and conditions herein, the Grantor and the Optionee
hereby agree as follows:
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1.
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OPTION
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1.1
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Subject to the terms and
conditions herein and applicable PRC laws, the Grantor hereby
grants to the Optionee an option (the “ Option
”) to purchase the Equity Interest at an exercise price (the
“ Exercise Price ”) of RMB FORTY FOUR MILLION
FOUR HUNDRED THOUSAND (RMB 44,400,000). The Optionee agrees to
pre-pay to the Grantor the Exercise Price within 45 Business Days
(as defined below) following the date of this Agreement.
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1
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For the purpose of this
Agreement, a “ Business Day ” means any day
except Saturday, Sunday and any day on which banking institutions
in the PRC are authorized or required by law or other governmental
action to close.
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1.2
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In order to ensure its fulfilment
of the obligations herein, the Grantor agrees to pledge the Equity
Interest to the Optionee for a period that is the same as the term
of lock-up as set forth in Section 11.3 of the Share Transfer
Agreement (the “ Term of Pledge ”).
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1.3
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The Optionee may exercise the
Option at any time commencing on the day following of the
expiration of the Term of Pledge in accordance with the exercise
procedure specified in Section 1.4 hereof.
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1.4
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The Optionee may exercise the
Option, in whole or in part, at any time in accordance with Section
1.3 hereof, by delivering to the Grantor a written notice of such
exercise substantially in the form attached hereto as Exhibit
A (the “ Exercise Notice” ), duly signed by
the Optionee. The delivery of the Exercise Notice in accordance
herewith will constitute a binding obligation (i) on the part of
the Optionee to acquire and (ii) on the part of the Grantor to
sell, in whole or in part, the Equity Interest subject to such
Exercise Notice in accordance with the terms of this
Agreement.
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1.5
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For the avoidance of doubt, the
Grantor hereby agrees that the Optionee may exercise the Option,
without any limits on the frequency of its exercise, until the
Optionee acquires all of the Equity Interest.
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1.6
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The Grantor agrees that the
Optionee may designate a third party to exercise the Option on its
behalf, provided that the Optionee shall give a 3-day prior written
notice to the Grantor.
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2.
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DIVIDENDS
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2.1
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Concurrently with the grant of
the Option, the Grantor also agrees to grant the Optionee the right
to collect the dividends from the Equity Interest and any dividends
paid upon the Equity Interest shall be immediately delivered by the
Grantor to the Optionee.
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3.
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WARRANTIES AND REPRESENTATIONS
OF THE GRANTOR
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3.1
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The Grantor is the legal owner of
the Equity Interest.
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3.2
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Neither the execution and the
delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any
constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any
governmental authority to which the Grantor is subject, or (ii)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice
under any agreement, contract, lease, license, instrument, or other
arrangement to which the Grantor is a party or by which he is bound
or to which any of his assets is subject.
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3.3
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Except as otherwise provided
hereunder, the Optionee shall not be interfered with by any parties
at any time when the Optionee exercises its rights in accordance
with this Agreement.
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4.
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COVENANT OF THE
GRANTOR
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4.1
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During the effective term of this
Agreement, the Grantor covenants to the Optionee that the Grantor
shall:
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4.1.1
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Timely notify the Optionee of any
events or any received notices which may affect the Grantor’s
Equity Interest or any part of his right, and any events or any
received notices which may change the Grantor’s any covenant
and obligation under this Agreement or which may affect the
Grantor’s performance of his obligations under this
Agreement.
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4.1.2
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Not transfer, assign, pledge,
sell, contract to sell or otherwise dispose of, directly or
indirectly, the Equity Interest to a third party without prior
written approval from the Optionee.
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