AGREEMENT AND PLAN OF MERGER by and among TRANSCLOUD COMPANY LIMITED TRANSCLOUD ACQUISITION, INC. and CHINA TRANSINFO TECHNOLOGY CORP. Dated as of June 8, 2012Agreement and Plan of Merger • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of June 8, 2012 (this "Agreement"), by and among TransCloud Company Limited, a Cayman Islands exempted company with limited liability ("Parent"), TransCloud Acquisition, Inc., a Nevada corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), and China TransInfo Technology Corp., a Nevada corporation (the "Company" and, together with Parent and Merger Sub, the "Parties").
LIMITED GUARANTEELimited Guarantee • June 8th, 2012 • China TransInfo Technology Corp. • Services-computer integrated systems design
LIMITED GUARANTEE, dated as of June 8, 2012 (this “Limited Guarantee”), by Mr. Shudong Xia and SAIF Partners IV L.P. (the “Guarantors”) in favor of China TransInfo Technology Corp., a Nevada corporation (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
