PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 31st, 2008 • Tu Guo Shen • Services-management services • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of January 11, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Mr. Tu Guo Shen (“Mr. Tu”), an individual resident in the People’s Republic of China, Whitehorse Technology Limited (“Whitehorse”), a company organized and existing under the laws of the British Virgin Islands (“BVI”) that is wholly owned by Mr. Tu (collectively, together with their successors and permitted assigns, the “Pledgors” and each individually, a “Pledgor”), and DB Trustees (Hong Kong) Limited (with its successors in such capacity, the “Collateral Agent”) as collateral agent for holders of the Notes (as defined below).
WHITEHORSE TECHNOLOGY LIMITED US$50,000,000 EXCHANGEABLE SENIOR SECURED NOTES DUE 2012 INDENTURE Dated as of January 11, 2008 DB TRUSTEES (HONG KONG) LIMITED, as TrusteeIndenture • January 31st, 2008 • Tu Guo Shen • Services-management services • New York
WHITEHORSE TECHNOLOGY LIMITED SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • January 31st, 2008 • Tu Guo Shen • Services-management services • New York
Whitehorse Technology Limited (the “Company”), a company formed under the laws of the British Virgin Islands (“BVI”) and Mr. Tu Guo Shen (the “Controlling Shareholder”) hereby agree with the Purchaser (as defined below) as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2008 • Tu Guo Shen • Services-management services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of China Security & Surveillance Technology, Inc., and that this Agreement be included as an Exhibit to such joint filing.
