Exhibit 10.27
DEED OF UNDERTAKING
13 August, 2004
To: AIG ASIAN OPPORTUNITY G.P. L.L.C.
in its capacity as general partner for
AIG ASIAN OPPORTUNITY FUND, L.P.
and AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED
(collectively "AIG")
RE: AGREEMENT RELATING TO THE SALE AND PURCHASE OF SHARES IN BETTER CHANCE
INTERNATIONAL LIMITED AND ASIA PACIFIC LOGISTICS LIMITED DATED 30 JUNE,
2004 AND MADE BETWEEN (1) VALUE CHAIN INTERNATIONAL LIMITED (THE "VENDOR"),
(2) NINETOWNS DIGITAL WORLD TRADE HOLDINGS LIMITED (THE "PURCHASER"), (3)
BETTER CHANCE INTERNATIONAL LIMITED, AND (4) ASIA PACIFIC LOGISTICS LIMITED
(THE "SALE AND PURCHASE AGREEMENT")
In consideration of the Purchaser agreeing to enter into the Sale and Purchase
Agreement and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, Madam Min Dong and Xx. Xxxx Shuang
(together hereinafter referred to as the "Individuals") hereby jointly and
severally agree and undertake with AIG to:
1. immediately upon completion of the Sale and Purchase Agreement,
(a) procure the Vendor, the entire issued share capital of which is owned
by the Individuals, to distribute to them the cash received by the
Vendor under the Sale and Purchase Agreement (the "Sale Proceeds");
and
(b) exercise the entire portion of each of the Options granted to each of
the Individuals under the employee share option scheme adopted by the
Purchaser on 18 November, 2003 (the "Option Plan") that have already
been vested and are exercisable on the date hereof (collectively the
"Vested Options"), as referred to in the option certificates no. 001
and no. 002 issued by the Purchaser to Xx. Xxxx Shuang and Madam Min
Dong on 18 November, 2003 (together referred to as the "Option
Certificates" and copies of which are attached hereto for
identification purposes), and to apply part of the Sale Proceeds
towards payment for the exercise of the Vested Options; and
2. exercise every portion of each of the Options granted to each of the
Individuals on 18 November, 2003 under the Option Plan and as referred to
in the Option Certificates as soon as such portion of the Options becomes
exercisable in accordance with the Vesting Schedule set out in the Option
Certificates and to apply part of the Sale Proceeds towards payment for the
exercise of such portion of the Options, such that, by 18 November 2006,
the Individuals shall collectively have subscribed for 122,753 shares of
the Purchaser pursuant to the exercise of the Option referred to in each of
the Option Certificates; and
3. not transfer, assign or create any encumbrance over the Options referred to
in the Option Certificates.
This Deed is governed by the laws of Hong Kong and the Individuals submit to the
non-exclusive jurisdiction of the courts of Hong Kong.
AS WITNESS the parties hereto have executed this Deed on the day and year first
above written.
SIGNED, SEALED and DELIVERED ) /s/ Min Dong
by Min Dong )
in the presence of: )
/s/ Xxxxx Fork [Seal]
SIGNED, SEALED and DELIVERED ) /s/ Xxxx Xxxxxx
by Xxxx Xxxxxx )
in the presence of: )
/s/ Xxxxx Fork [Seal]
