AGREEMENT AND PLAN OF MERGER by and among RIGHTMARK HOLDINGS LIMITED, RIGHTMARK MERGER SUB LIMITED, CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. and MR. GUOSHEN TU (solely for the purpose of Section 6.15) Dated as of April 20, 2011Agreement and Plan of Merger • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2011 (this "Agreement"), by and among Rightmark Holdings Limited, a British Virgin Islands company ("Parent"), Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned, direct subsidiary of Parent ("Merger Sub"), China Security & Surveillance Technology, Inc., a Delaware corporation (the "Company" and, together with Parent and Merger Sub, the "Parties") and Mr. Guoshen Tu (solely for the purpose of Section 6.15).
Dated _______________ 2011 FACILITY AGREEMENT between Rightmark Holdings LimitedFacility Agreement • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Hong Kong
LIMITED GUARANTYLimited Guaranty • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
Limited Guaranty, dated as of April 20, 2011 (this “Limited Guaranty”), by Mr. Guoshen Tu, People’s Republic of China Passport No: G28948045 (the “Guarantor”), in favor of China Security & Surveillance Technology, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec
The parties listed below agree that the Amendment No. 6 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Rightmark Holdings Limited Palm Grove House, P.O. Box 438 Road Town, Tortola, British Virgin Islands Attn: Guoshen Tu Date: April 20, 2011 Ladies and Gentlemen:Letter Agreement • April 22nd, 2011 • China Security & Surveillance Technology, Inc. • Communications equipment, nec • Delaware
This letter agreement (this “Agreement”), dated as of the date hereof, sets forth the irrevocable commitment of each of the undersigned (each, a “Rollover Holder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver shares of Company Common Stock to Rightmark Holdings Limited, a British Virgin Islands company (“Parent”) in exchange for certain equity securities of Intelligent One Limited, a British Virgin Islands company (“Holdco”), which owns 100% shares of Parent, or if agreed between Parent and such Rollover Holder, certain amount in cash. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among China Security & Surveillance Technology, Inc., a Delaware corporation (the “Company”), Parent and Rightmark Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merge
