0001193125-12-190243 Sample Contracts

STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT
Franchise Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”) and Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. (hereinafter referred to as “Party B”) have entered into this agreement with respect to the establishment of a strategic cooperative partnership relationship between the parties and the engagement of Party B as Party A’s franchisee:

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STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT
Franchise Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”) and Beijing Ninetowns Xin He Software Technology Co., Ltd. (hereinafter referred to as “Party B”) have entered into this agreement with respect to the establishment of a strategic cooperative partnership relationship between the parties and the engagement of Party B as Party A’s franchisee:

STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT
Franchise Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”), Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. (hereinafter referred to as “Party B”) and Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch (hereinafter referred to as “Party C”) have entered into this agreement with respect to the establishment of a strategic cooperative partnership relationship between the parties and Party B’s consent to engagement of Party C as Party A’s franchisee:

STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT
Franchise Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”) , Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. (hereinafter referred to as “Party B”) and Beijing Ninetowns Zhi Fang Software Technology Co., Ltd. Shanghai Branch (hereinafter referred to as “Party C”) have entered into this agreement with respect to the establishment of a strategic cooperative partnership relationship between the parties and Party B’s consent to engagement of Party C as Party A’s franchisee:

Huainan Ninetowns Suitable Estate Co., Ltd. (“Target Company”) And Zhongcheng Trust Co., Ltd. (“Increased Capital Provider”) And Beijing Ninetowns Ports Software and Technology Co., Ltd. (“Target Company Shareholder”) Capital Increase Agreement
Capital Increase Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

NOW, THEREFORE, the Parties hereby enter into this Agreement in respect of the foregoing matter after friendly negotiations, in accordance with the Company Law of the People’s Republic of China and related laws and regulations.

STRATEGIC COOPERATIVE PARTNERSHIP AND FRANCHISE AGREEMENT
Franchise Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Beijing Ninetowns Ports Software and Technology Co., Ltd. (hereinafter referred to as “Party A”) and Guangzhou Ninetowns Wang Li Software Co., Ltd. (hereinafter referred to as “Party B”) have entered into this agreement with respect to the establishment of a strategic cooperative partnership relationship between the parties and the engagement of Party B as Party A’s franchisee:

Supplemental Agreement to Creditor’s Rights Assignment Agreement No.: 2011 Zhongcheng Trust Huainan Ninetowns Investment Trust Creditor’s Rights Transfer No. 01 Supplement No. 01
Creditor’s Rights Assignment Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

Registered address: Relocation Food Market behind Jinshan Garden, Sanhe Township, Shannan New Area, Tianjiaan District, Huainan City, Anhui Province

Supplementary Agreement to Three Parties Partnership Agreement
Supplementary Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

WHEREAS, the above three parties will enter into a partnership agreement for purposes of establishing Shouchuang Caifu Ninetowns (Tianjin) Equity Investment Fund Partnership (Limited Partnership) (the “Partnership”), they agree as follows with respect to their respective capital contributions to the Partnership in the Partnership Agreement (the following is an excerpt of the original Partnership Agreement).

Equity Transfer Agreement
Equity Transfer Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

In accordance with the Company Law, the Contract Law as well as the resolutions adopted by the shareholders’ general meeting dated March 19, 2012, Party A and Party B, adhering to the principles of free will, fairness, honesty and credibility, hereby enter into this Agreement with respect to the equity transfer and agree to be bound by the terms and conditions herein.

Creditor’s Rights Assignment Agreement
Creditor’s Rights Assignment Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

NOW, THEREFORE, In order to complete the delivery of the trust property under the Trust Contract, Party A, Party B and Party C agree as follows after reaching consensus through consultation:

Trust Agreement
Trust Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software

The Trustor and the Trustee hereby enter into this Agreement by adhering to the principles of equality, free will, good faith and validity in accordance with Contract Law of the People’s Republic of China, Trust Law of the People’s Republic of China, Measures for the Administration of Trust Companies, Administration Procedures for Pooled Funds in Trust Plans of Trust Companies as well as other applicable laws, administrative regulations and rules.

Supplemental Agreement to Equity Transfer Agreement No.: 2011 Zhongcheng Trust Huainan Ninetowns Investment Trust Equity Transfer No.01 Supplement No.01
Supplemental Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software
Partnership Agreement for Shouchuang Caifu Ninetowns (Tianjin) Equity Investment Fund Partnership (Limited Partnership)
Partnership Agreement • April 27th, 2012 • Ninetowns Internet Technology Group Co LTD • Services-prepackaged software
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