PURCHASE AGREEMENT
Exhibit
G
Pricing Terms and Closing Arrangements
Seller: Lenovo IT Alliance Limited
Issuer (TICKER): Asialnfo (ASIA)
Common Shares of Issuer (the “Shares”): 500,000
Per Share Purchase Price: USD$30
Aggregate Purchase Price: USD$15,000,000
The Seller agrees with Xxxxxxx Xxxxx (Asia) L.L.C. (“Xxxxxxx Sachs”) that Seller shall sell and
Xxxxxxx Xxxxx, acting as a “market maker” (as that term is used in Rule 144(f) under the US
Securities Act of 1933, as amended (the “Securities Act”)), shall purchase the Shares on the terms
and subject to the conditions set forth in this Agreement.
The
closing will take place at 9.00 am (New York time) on the third business day following the date
hereof (i.e., December 31, 2009) (the “Closing Time”).
Closing Conditions, Representations and Warranties and Indemnity
Xxxxxxx Sachs’ obligations to purchase the Shares under this Agreement are subject to the
conditions specified in Annex I. The Seller shall (1) adhere to the lock-up undertaking and (2)
indemnify Xxxxxxx Xxxxx, in each case to the extent specified in Annex I. The Seller makes the
representations and warranties in Annex II.
If Xxxxxxx Sachs is unable to obtain from the Issuer’s transfer agent Shares in dematerialized form
within thirty (30) days of the date hereof, then the Seller shall indemnify and hold harmless
Xxxxxxx Xxxxx from and against all costs associated with such failure of dematerialization,
including but not limited to Xxxxxxx Sachs’ costs of procuring an equivalent number of shares to
satisfy any delivery obligations associated with any stock borrows undertaken by Xxxxxxx Xxxxx in
connection with Xxxxxxx Sachs’ on-sale of the Shares to investors. Until such dematerialization
occurs, Xxxxxxx Xxxxx may in its sole discretion retain the entire proceeds from the sale of the
Shares, notwithstanding any other provision herein, and apply such proceeds towards satisfying the
foregoing indemnification obligation. Further, such indemnification obligation shall not be subject
to the limitation on the aggregate indemnification set forth in Annex I (or any other limitations
or restrictions hereunder). The Seller shall use its best efforts to facilitate the
dematerialization of the Shares as promptly as possible following the date hereof, and Xxxxxxx
Sachs shall reasonably and promptly cooperate with the Seller to assist with such
dematerialization.
Notices, Confidentiality, Rights of Third Parties, Governing Law and Counterparts
No statement, notice or waiver under, or amendment to, this Agreement shall be valid unless it is
in writing and, in the case of amendments, executed by each party. Notices shall be delivered by
facsimile or email as indicated below. Except to the extent required by applicable law or
regulation, this Agreement and the transactions contemplated by it may not be disclosed to any
third party or otherwise publicly referred to by the Seller prior to the Closing Time without the
prior written consent of Xxxxxxx Xxxxx. The Seller undertakes to make all disclosures required
under applicable laws and regulations in relation to the transactions contemplated herein.
This Agreement shall be binding upon, and inure solely to the benefit of, Xxxxxxx Sachs and the
Seller and their respective successors and permitted assigns and, to the extent provided herein,
their directors, officers, employees and controlling persons. Time shall be of the essence in this
Agreement, and neither party may assign any of its rights or obligations under this Agreement to
any other party except Xxxxxxx Xxxxx may assign its rights and obligations to Xxxxxxx, Sachs & Co.
or Xxxxxxx Xxxxx International.
This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, and the parties agree that the New York courts are the most appropriate and convenient
courts to hear any dispute under or arising out of this Agreement and, accordingly, submit to the
exclusive jurisdiction of such courts.
This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
XXXXXXX SACHS (ASIA) L.L.C. | LENOVO IT ALLIANCE LIMITED | |||||||||
By: |
By: | /s/ Xxxx Xxx Ming | ||||||||
Title: | Title: Director | |||||||||
Date: | Date: December 28, 2009 | |||||||||
Facsimile for Notices: | Facsimile for Notices: (000) 0000 0000 | |||||||||
Email for Notices: | Email for Notices: | |||||||||
Attn: | Attn: |
2
Annex I
Conditions
The obligations of Xxxxxxx Xxxxx under this Agreement are subject to the conditions set forth
below. Xxxxxxx Sachs may waive, in its sole discretion, any of these conditions by written notice
to the Seller.
Accuracy of Seller’s representations and warranties. Each of the representations and warranties of
Seller in this Agreement shall have been correct when given or made and shall remain correct in
all material respects as if given and made at the Closing Time.
Share
Delivery. Seller shall have delivered to Xxxxxxx Xxxxx one or more certificates
representing the Shares together with duly executed and Medallion-guaranteed transfer
documentation.
Instructions
and Legal Opinion for Dematerialization. Seller shall have delivered to
Xxxxxxx Sachs a copy of instructions from the Issuer to the Issuer’s transfer agent and a legal
opinion from the Issuer’s inside counsel, in form and content reasonably acceptable to Xxxxxxx
Xxxxx, instructing such transfer agent to register the transfer of such Shares in dematerialized
form and expressing the view that registration of the Shares in dematerialized form is permitted
under the Securities Act of 1933, as amended, and the transfer agent shall not have given any
indication at such time that the Shares will not be eligible for dematerialization.
Indemnification
The Seller agrees to indemnify and hold harmless Xxxxxxx Sachs against any losses, claims, damages,
demands or liabilities to which Xxxxxxx Xxxxx may become subject in so far as such losses, claims,
damages or liabilities (or actions in respect thereof) relate to or arise out of any breach or
alleged breach of the terms of this Agreement by the Seller or as a result of any of the
representations and warranties of the Seller being, or being alleged to be, untrue or misleading in
any material respect; provided, however, that the aggregate indemnification liability of the Seller
(for the avoidance of doubt, without prejudice to any other contractual remedies) shall not exceed
the net proceeds received by the Seller from the sale of the Shares sold pursuant to this
Agreement. The indemnification obligations of the Seller for alleged breaches shall apply only to
breaches alleged by an unaffiliated third party in a written complaint filed in a court of
competent jurisdiction, and only if the causes of action related to such alleged breach are not
dismissed by such court within 365 days thereafter. This indemnity shall not, however, apply to the
extent that it is finally judicially determined that such losses, claims, damages or liabilities
resulted primarily from Xxxxxxx Sachs’ gross negligence or willful misconduct. The indemnification
obligations of the Seller are in addition to any liability the Seller may otherwise have and shall
extend, upon the same terms and conditions, to the directors, officers, employees and controlling
persons of Xxxxxxx Xxxxx. The indemnification obligations of the Seller shall survive termination
of this Agreement.
Lock Up
During the period ending 30 days after the date of this Agreement neither Seller nor any of its
affiliates will, or will cause any other person to, offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of, directly or indirectly, any Shares or depositary
receipts representing Shares or any other securities of the Issuer which are substantially similar
to Shares or any securities convertible into, exchangeable for or representing the right to
receive any of the foregoing securities or enter into any options or derivatives, cash settled or
otherwise, or other transactions relating to the foregoing or having similar economic effect.
Annex II
Representations & Warranties
The Seller represents and warrants to, and agrees with, Xxxxxxx Xxxxx that:
This is
a valid and binding agreement. This Agreement has been duly authorised, executed
and delivered by the Seller and constitutes a valid and legally binding agreement of the Seller.
Seller
has all necessary approvals to sell the Shares. All consents, orders, approvals, and
other authorisations, whether governmental, corporate or other, necessary for the execution,
delivery and performance by the Seller of this Agreement and the transactions contemplated hereby
have been obtained or made and are in full force and effect.
The
sale does not conflict the Seller’s other agreements or applicable laws. The compliance
by the Seller with all of the provisions of this Agreement will not conflict with, result in a
breach or violation of, or constitute a default under: (A) any agreement or instrument to which the
Seller is a party or by which it or any of its properties or assets is bound; or (B) any statute,
rule or regulation applicable to, or any order of any court or governmental agency with
jurisdiction over, the Seller, its assets or its properties.
Seller
will transfer good and valid title to the Shares. The Seller has good and valid
title to the Shares free and clear of liens, encumbrances, equities or claims; and upon delivery
of the Shares to Xxxxxxx Sachs against payment pursuant to this Agreement, good and valid title to
the Shares, free and clear of liens, encumbrances, equities or claims, will pass to Xxxxxxx Xxxxx.
The
Seller has not manipulated the price of any of the Issuer’s securities. Neither the
Seller nor anyone acting on its behalf has made or will make bids for, or purchases of, or
attempts to induce any person to bid for or purchase any common shares of the Issuer or
any other securities that may be converted, exchanged or exercised into (or which, under the terms
of the subject security, may in whole or in significant part determine the value of) the common
shares of the Issuer during the applicable “restricted period”, as such term is defined
under Regulation M under the Securities Act.
The
Seller is not violating xxxxxxx xxxxxxx laws. The undersigned is not aware of any
material non-public information regarding the Issuer or the Shares.
US
representations and warranties.
(a) No registration of the Shares is required under the Securities Act for the transactions
contemplated hereby. The
Seller has held the Shares for more than 6 months preceding the date hereof.
(b) The undersigned has not solicited or arranged for the solicitation of, and will not solicit
or arrange for the solicitation
of, orders to buy shares of the Issuer in anticipation of or in connection with any proposed
sale of the Shares. The Seller
did not acquire the Shares and is not entering this transaction for the purpose of avoiding the
registration requirements
of the Securities Act.
(c) The Issuer has securities registered pursuant to Section 12 of the U.S. Securities Exchange
Act of 1934 (the
“Exchange Act”), has been subject to the reporting requirements of Section 13 of the Exchange
Act for a period of at
least 90 days immediately preceding the date of this Agreement and has, to the knowledge of the
Seller, filed all the
reports required to be filed thereunder during the 12 months preceding the date of this
Agreement (other than reports on
Form 8-K).
(d) The aggregate of the Shares and of any other securities whose sales are required under Rule
144 to be aggregated
with the sales of Shares by or for the Seller during the preceding three months will not exceed
the greater of (i) 1% of
the outstanding number of common shares of the Issuer as shown by the most recent report or
statement published by
the Issuer, or (ii) the average reported weekly volume of trading in the Issuer’s common shares
during the four calendar
weeks preceding the date hereof.
(e) The Seller shall, on the date of this Agreement and no later than 10:00pm (New York time) on
such date, deposit in
the U.S. mail, first class postage paid, addressed to and for filing with, the United States
Securities and Exchange
Commission at its principal office in Washington, D.C. three copies of a notice on Form 144 in
relation to the sale of the
Rule 144 Shares hereunder duly signed by the Seller and contemporaneously transmit one copy of
such notice to (a)
the NASDAQ Stock Market in accordance with its rules and (b) Xxxxxxx Xxxxx by facsimile or
email.
The Seller undertakes to notify Xxxxxxx Sachs in writing as soon as practicable if any of its
representations or warranties was not correct when made or ceases to be correct prior to the
Closing Time.