NOTES PURCHASE AGREEMENT by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. as the Company and CITADEL EQUITY FUND LTD. as the Purchaser Dated: February 5, 2007Notes Purchase Agreement • February 9th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Notes Purchase Agreement (this “Agreement”) is dated as of February 5, 2007, by and between China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”) and Citadel Equity Fund Ltd. (the “Purchaser”).
FACE OF NOTE]Note • February 9th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • Delaware
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.
MR. TU GUO SHEN MS. LI ZHI QUN WHITEHORSE TECHNOLOGY LIMITED collectively, as Pledgor CITADEL EQUITY FUND LTD. as Secured Party and THE BANK OF NEW YORK as Co-Secured Party SHARE PLEDGE AGREEMENT Dated as of February 8, 2007Share Pledge Agreement • February 9th, 2007 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This SHARE PLEDGE AGREEMENT (this “Agreement”) dated as of February 8, 2007, between (1) Mr. Tu Guo Shen and Ms. Li Zhi Qun, both individuals resident in the People’s Republic of China, and Whitehorse Technology Limited, a British Virgin Islands company wholly owned by Mr. Tu Guo Shen (collectively, the “Pledgor”), and (2) Citadel Equity Fund Ltd., as the secured party (the “Secured Party”). All representations, warranties, agreements and covenants of the Pledgor provided in this Agreement are given or made by both Mr. Tu Gou Shen and Whitehorse Technology Limited on a joint and several basis.
