{"id":43593,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/series-b-1-preferred-stock-purchase-agreement-internet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"series-b-1-preferred-stock-purchase-agreement-internet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/series-b-1-preferred-stock-purchase-agreement-internet.html","title":{"rendered":"Series B-1 Preferred Stock Purchase Agreement &#8211; Internet Technologies China Inc. and Dow Jones &#038; Company Inc."},"content":{"rendered":"<pre> \n                 SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENT\n                 ---------------------------------------------\n\n\nThis Series B-1 Preferred Stock Purchase Agreement (the 'Agreement') is entered\n                                                         ---------             \ninto as of August 18, 1998 (the 'Effective Date'), by and between Internet\n                                 --------------                           \nTechnologies China Incorporated, a Delaware corporation (the 'Company'), and Dow\n                                                              -------           \nJones &amp; Company, Inc., a Delaware corporation (the 'Investor').  Charles Zhang\nis a party to this Agreement for the sole purpose of making the representations\nand warranties set forth in Section 4B hereof.\n\nIn consideration of the mutual promises, covenants and conditions hereinafter\nset forth, the parties hereto agree as follows:\n\n1.  DEFINITIONS.\n    ----------- \n\n          1.1   Certain Defined Terms.  As used in this Agreement, the following\n                ---------------------                                           \nterms shall have the following respective meanings:\n\n          'Common Stock' shall mean the Company's Common Stock, $.01 par value.\n           ------------                                                        \n\n          'Proceeds' shall mean whatever is received when assets, whether\n           --------                                                      \ntangible or intangible, are sold, changed, collected or otherwise disposed of,\nboth cash and non-cash, including the Proceeds of insurance payable by reason of\nloss or damage to Proceeds.\n\n          'Proprietary Assets' shall mean all patents, patent applications,\n           ------------------                                              \ntrademarks, service marks, trade names, copyrights, moral rights, maskworks,\ntrade secrets, confidential and proprietary information, compositions of matter,\nformulas, designs, proprietary rights, know-how, processes, domain names and\nURLs.\n\n          1.2   Index of Other Defined Terms.  In addition to the terms defined\n                ----------------------------                                   \nabove, the following terms shall have the respective meanings given thereto in\nthe sections indicated below:\n\n\n<font size=\"2\">           Defined Term                             Section\n           ------------                             -------\n           'Agreement'                             Preamble\n            ---------   \n           'Bylaws'                                  4.12\n            ------\n           'CERCLA'                                  4.22\n            ------\n           'Certificate'                             2.1\n            -----------\n           'Closing'                                 3.1\n            -------\n           'Code'                                    4.20\n            ----\n           'Company'                               Preamble\n            -------\n           'Confidential Information'                9.13\n            ------------------------\n\n           'Conversion Shares'                       4.2(c)\n            ----------------- \n           'Disclosing Party'                        9.13\n            ----------------\n\n                                      -1-\n\n \n           'Effective Date'                        Preamble\n            --------------\n           'Financial Statements'                    4.16\n            --------------------\n           'Hazardous Materials'                     4.22\n            -------------------\n           'Investor'                              Preamble\n            --------\n           'Non-Disclosing Party'                    9.13\n            --------------------\n           'Disclosure Schedule'                     4\n            -------------------\n           'SEC'                                     4.14\n            ---\n           'Securities Act'                          4.5(b)\n            --------------\n           'Shares'                                  2.2\n            ------ \n\n\n2.  AGREEMENT TO PURCHASE AND SELL STOCK\n    ------------------------------------\n\n          2.1.   Authorization. As of the First Closing (as defined below), the\n                 -------------\n<\/font>Company will have authorized the issuance, pursuant to the terms and conditions\nof this Agreement, of 67,659 shares of the Company's Series B-1 Convertible\nPreferred Stock, $0.01 par value, ('Series B-1 Preferred') having the rights,\npreferences, privileges and restrictions set forth in the Form of Amended and\nRestated Certificate of Incorporation of the Company attached to this Agreement\nas Exhibit A (the 'Certificate').\n   ---------       -----------\n\n          2.2.   Agreement to Purchase and Sell at the Closing. Subject to the\n                 ---------------------------------------------\nterms and conditions hereof, on the date of the Closing, the Company will issue\nand sell to the Investor, and the Investor agrees to purchase from the Company,\nan aggregate of 67,659 shares of Series B-1 Preferred (the 'Shares') at a price\nof $5.173 per share for an aggregate purchase price of $350,000.01 The purchase\nprice for the Shares shall be paid by wire transfer of funds to a designated\naccount of the Company, provided that wire transfer instructions are delivered\nto the Investor at least one (1) business day prior to the Closing.\n\n\n          2.3    Currency.  All monetary amounts set forth herein shall be in\n                 -------- \nUnited States dollars.\n                 \n3.  CLOSING; DELIVERY.\n    ----------------- \n\n          3.1.   The Closing.  The purchase and sale of the Shares hereunder\n                 -----------                                                \nshall be held at the offices of Goulston &amp; Storrs, P.C., on August 18, 1998, or\nat such other time and place as the Company and the Investor may agree upon (the\n'Closing').\n -------   \n\n          3.2.   Delivery.  At the Closing the Company will deliver to the\n                 --------                                                 \nInvestor a certificate representing the Shares against payment of the full\npurchase price therefor by wire transfer.\n\n4.  COMPANY REPRESENTATIONS AND WARRANTIES.  The Company hereby represents and\n    --------------------------------------                                    \nwarrants to the Investors that, except as set forth in the Disclosure Schedule\n('Disclosure Schedule') attached to this Agreement as Exhibit B (which\n             --------                                 ---------       \nDisclosure Schedule shall be deemed to be representations and warranties to the\nInvestor), the statements in the following paragraphs of this Section 4 are all\ntrue and correct:\n\n                                      -2-\n\n \n          4.1.   Organization, Good Standing and Qualification.   The Company is\n                 ---------------------------------------------                  \na corporation duly organized, validly existing and in good standing under, and\nby virtue of, the laws of the State of Delaware and has all requisite corporate\npower and authority to own its properties and assets and to carry on its\nbusiness as now conducted and as presently proposed to be conducted.  The\nCompany is qualified to do business as a foreign corporation in each\njurisdiction where failure to be so qualified would have a material adverse\neffect on its financial condition, business, prospects or operations.\n\n          4.2.   Capitalization.  Immediately before the Closing, the authorized\n                 --------------                                                 \ncapital stock of the Company will consist of the following:\n\n                 (a)   Common Stock.  A total of 5,000,000 authorized shares of\n                       ------------  \nCommon Stock, $0.01 par value ('Common Stock')) of which 712,719 shares are\nissued and outstanding 478,281 shares are reserved for issuance upon conversion\nof outstanding shares of Preferred Stock.\n\n                 (b)   Preferred Stock.  A total of 722,000 authorized shares of\n                       ---------------                                          \nPreferred Stock, $0.01 par value ('Preferred Stock'), of which 225,000 shares\nare designated as Series A Convertible Preferred Stock ('Series A Preferred'),\nall of which are be outstanding, 400,000 shares are designated as Series B\nConvertible Preferred Stock ('Series B Preferred), 347,299 shares of which are\nissued or outstanding, and 96,656 shares are designated as Series B-1 Preferred,\nnone of which are issued and outstanding.\n\n                 (c)   Options, Warrants, Reserved Shares. The Company has\n                       ---------------------------------- \nreserved 67,659 shares of its Common Stock for possible issuance upon the\nconversion of shares of Series B-1 Preferred (the 'Conversion Shares'). Except\n                                                   -----------------      \nas set forth in Section 4.2(d) of the Disclosure Schedule and except for (i) the\nconversion privileges of the Series A Preferred and the Series B Preferred, (ii)\nthe conversion privileges of the Series B-1 Preferred to be issued hereunder and\none or more similar agreements, (iii) the 120,000 shares of Common Stock\nreserved for issuance or to be reserved for issuance under the Company's stock\noption plan, under which options to purchase 16,188 shares of Common Stock are\noutstanding, and (iv) warrants to purchase 5,781 shares of Common Stock of the\nCompany, issued in connection with the Company's bridge financing in December\n1997, there are no options, warrants, conversion privileges or other rights, or\nagreements with respect to the issuance thereof, presently outstanding to\npurchase any of the capital stock of the Company. Apart from the exceptions\nnoted in this Section 4.2, no shares (including the Shares and Conversion\nShares) of the Company's outstanding capital stock, or stock issuable upon\nexercise or exchange of any outstanding options or other stock issuable by the\nCompany, are subject to any rights of first refusal or other rights to purchase\nsuch stock (whether in favor of the Company or any other person), pursuant to\nany agreement or commitment of the Company.\n\n                 (d)   Outstanding Security Holders. Section 4.2(d) of the\n                       ---------------------------- \nDisclosure Schedule sets forth a complete list of all outstanding shareholders,\noption holders and other security holders of the Company as of the Effective\nDate.\n\n                                      -3-\n\n \n          4.3.   Subsidiaries.   The Company owns all of the issued and\n                 ------------                                          \noutstanding stock of ITC Electronic Technology Beijing Co. Ltd., a company\norganized under the laws of the People's Republic of China ('ITC China').  ITC\nChina is a wholly foreign owned enterprise (WFOE) authorized by the government\nof China and has the government permits, approvals authorizations and licenses\nnecessary to engage in the business currently conducted and currently proposed\nto be conducted by ITC China.  No other person or entity other than the Company\nhas any right to acquire any equity or other ownership interest of ITC China.\nExcept for the Company's ownership of ITC China, the Company does not presently\nown or control, directly or indirectly, any interest in any other corporation,\npartnership, limited liability company, trust, joint venture, association, or\nother entity.\n\n          4.4.   Due Authorization.   All corporate action on the part of the\n                 -----------------                                           \nCompany and ITC China, their officers, directors and shareholders necessary for\nthe authorization, execution and delivery of, and the performance of all\nobligations of the Company under, this Agreement, and the authorization,\nissuance, reservation for issuance and delivery of all of the Shares being sold\nunder this Agreement has been taken or will be taken before the Closing.  This\nAgreement is a valid and binding obligation of the Company enforceable in\naccordance with its terms, subject, as to enforcement of remedies, to applicable\nbankruptcy, insolvency, moratorium, reorganization and similar laws affecting\ncreditors' rights generally and to general equitable principles.  The Shares are\nnot subject to any preemptive rights or rights of first refusal, except such as\nhave been waived.\n\n          4.5.   Valid Issuance of Stock.\n                 ----------------------- \n\n                (a)  The Shares, when issued, sold and delivered in accordance\nwith the terms of this Agreement, will be duly and validly issued, fully paid\nand nonassessable. The Conversion Shares have been duly and validly reserved for\nissuance and, upon issuance in accordance with the terms of the Certificate,\nwill be duly and validly issued, fully paid and nonassessable.\n\n                (b)  The outstanding shares of the capital stock of the Company\nand ITC China are duly and validly issued, fully paid and nonassessable, and\nsuch shares of such capital stock, and all outstanding stock, options and other\nsecurities of the Company and ITC China have been issued in full compliance with\nthe registration and prospectus delivery requirements of the Securities Act of\n1933, as amended (the 'Securities Act'), and the registration and qualification\n                       --------------                                      \nrequirements of all applicable state securities laws, or in compliance with\napplicable exemptions therefrom, and all other provisions of applicable federal\nand state securities laws, including, without limitation, anti-fraud provisions.\n\n          4.6.   Liabilities.   Neither the Company nor ITC China has any\n                 -----------                                             \nindebtedness for borrowed money that the Company or ITC China has directly or\nindirectly created, incurred, assumed, or guaranteed, or with respect to which\nthe Company or ITC China has otherwise become directly or indirectly liable.\n\n          4.7.   Title to Properties and Assets.   Each of the Company and ITC\n                 ------------------------------                               \nChina has good and marketable title to its properties and assets held in each\ncase subject to no mortgage,\n\n                                      -4-\n\n \npledge, lien, encumbrance, security interest or charge of any kind. With respect\nto the property and assets it leases, each of the Company and ITC China is in\ncompliance with such leases and, to the best of the Company's knowledge, each of\nthe Company and ITC China holds valid leasehold interests in such assets free of\nany liens, encumbrances, security interests or claims of any party other than\nthe lessors of such property and assets.\n\n          4.8.   Status of Proprietary Assets.\n                 ---------------------------- \n\n                 (a)  Ownership. Each of the Company and ITC China has full\n                      ---------                                             \ntitle and ownership of, or has license to, all Proprietary Assets necessary to\nenable it to carry on its business as now conducted and as presently proposed to\nbe conducted without any conflict with or infringement of the rights of others.\nNo third party has any ownership right, title, interest, claim in or lien on any\nof the Company's or ITC China's Proprietary Assets and the Company and ITC China\nhave taken, and in the future will use their best efforts to take, all steps\nreasonably necessary to preserve their respective legal rights in, and the\nsecrecy of, all its Proprietary Assets, except those for which disclosure is\nrequired for legitimate business or legal reasons.\n\n                 (b)  Licenses; Other Agreements. Neither the Company nor ITC\n                      -------------------------\nChina has granted, and there are not outstanding, any options, licenses or\nagreements of any kind relating to any Proprietary Asset of the Company or ITC\nChina, nor is the Company or ITC China bound by or a party to any option,\nlicense or agreement of any kind with respect to any of their respective\nProprietary Assets. Neither the Company nor ITC China is obligated to pay any\nroyalties or other payments to third parties with respect to the marketing,\nsale, distribution, manufacture, license or use of any Proprietary Asset or any\nother property or rights.\n\n                (c)   No Infringement. To the knowledge of the Company, neither\n                      ---------------                                       \nthe Company nor ITC China has violated or infringed, and is not currently\nviolating or infringing, any Proprietary Asset of any other person or entity.\nNeither the Company nor ITC China has received any communications alleging that\nthe Company or ITC China (or any of their respective employees or consultants)\nhas violated or infringed or, by conducting its business as proposed, would\nviolate or infringe, any Proprietary Asset of any other person or entity.\n\n                (d)   No Breach by Employee. After due inquiry, neither the\n                      ---------------------                                   \nCompany nor ITC China is aware that any employee or consultant of the Company or\nITC China is obligated under any agreement (including licenses, covenants or\ncommitments of any nature) or subject to any judgment, decree or order of any\ncourt or administrative agency, or any other restriction that would interfere\nwith the use of his or her best efforts to carry out his or her duties for the\nCompany or ITC China or to promote the interests of the Company or ITC China or\nthat would conflict with the Company's or ITC China's business as proposed to be\nconducted. The carrying on of each of the Company's and ITC China's business by\nthe employees and contractors of the Company and ITC China and the conduct of\nthe Company's and ITC China's business as presently proposed, will not, to the\nbest of the Company's knowledge, conflict with or result in a breach of the\nterms, conditions or provisions of, or constitute a default under, any contract,\ncovenant or instrument under which any of such employees or contractors of the\nCompany or ITC China are now obligated. Neither the Company nor ITC China\nbelieves it is or will be necessary to utilize any inventions of any employees\nof the Company or ITC China (or\n\n                                      -5-\n\n \npersons the Company or ITC China currently intends to hire) made prior to their\nemployment by the Company or ITC China. To the Company's knowledge, at no time\nduring the conception of or reduction of any of the Company's or ITC China's\nProprietary Assets to practice was any developer, inventor or other contributor\nto such patents operating under any grants from any governmental entity or\nagency or private source, performing research sponsored by any governmental\nentity or agency or private source or subject to any employment agreement or\ninvention assignment or nondisclosure agreement or other obligation with any\nthird party that could adversely affect the Company's or ITC China's rights in\nsuch Proprietary Assets.\n\n          4.9.   Material Contracts and Obligations. All agreements, contracts,\n                 ---------------------------------- \nleases, licenses, instruments, commitments (oral or written), indebtedness,\nliabilities and other obligations to which the Company or ITC China is a party\nor by which they are bound that (i) are material to the conduct and operations\nof the businesses and properties of the Company or ITC China; (ii) involve any\nof the officers, consultants, directors, employees or shareholders of the\nCompany or ITC China; or (iii) obligate the Company or ITC China to share,\nlicense or develop any product or technology are listed in Section 4.9 of the\nDisclosure Schedule and have been made available for inspection by the Investor.\nFor purposes of this Section 4.9, 'material' shall mean any agreement, contract,\nindebtedness, liability or other obligation either: (i) having an aggregate\nvalue, cost or amount in excess of $10,000 or (ii) not terminable upon thirty\ndays notice.\n\n          4.10.  Litigation.   There is no action, suit, proceeding, claim,\n                 ----------                                                \narbitration or investigation ('Action') pending (or, to the Company's knowledge,\n                               ------                                           \ncurrently threatened) against the Company or ITC China, their activities,\nproperties or assets or, to the Company's knowledge, against any officer,\ndirector or employee of the Company or ITC China in connection with such\nofficer's, director's or employee's relationship with, or actions taken on\nbehalf of the Company or ITC China.  To the Company's knowledge, there is no\nfactual or legal basis for any such Action that might result, individually or in\nthe aggregate, in any material adverse change in the business, properties,\nassets, financial condition, affairs or prospects of the Company or ITC China.\nBy way of example but not by way of limitation, there are no Actions pending or,\nto the Company's knowledge, threatened (or any basis therefor known to the\nCompany or ITC China) relating to the prior employment of any of the Company's\nor ITC China's employees or consultants, their use in connection with the\nCompany's or ITC China's business of any information, technology or techniques\nallegedly proprietary to any of their former employers, clients or other\nparties, or their obligations under any agreements with prior employers, clients\nor other parties.  Neither the Company nor ITC China is a party to or subject to\nthe provisions of any order, writ, injunction, judgment or decree of any court\nor government agency or instrumentality and there is no Action by the Company or\nITC China currently pending or which the Company or ITC China intends to\ninitiate.\n\n          4.11.  Governmental Consents.   All consents, approvals, orders,\n                 ---------------------                                    \nauthorizations or registrations, qualifications, designations, declarations or\nfilings with any federal, state or local governmental authority on the part of\neach of the Company and ITC China required in connection with the consummation\nof the transactions contemplated herein shall have been obtained prior to and be\neffective as of the First Closing.  Based in part on the representations of\n\n                                      -6-\n\n \nthe Investor set forth in Section 5 below, the offer, sale and issuance of the\nShares in conformity with the terms of this Agreement are exempt from the\nregistration and prospectus delivery requirements of the Securities Act.\n\n          4.12.  Compliance with Other Instruments.   Neither the Company nor\n                 ---------------------------------                           \nITC China is in, nor will the conduct of their businesses as proposed to be\nconducted result in, any violation, breach or default of any term of the\nCompany's Certificate or ITC China's charter or the Company's or ITC China's\nbylaws (collectively, the 'Bylaws') or in any material respect of any term or\nprovision of any mortgage, indenture, contract, agreement or instrument to which\nthe Company or ITC China is a party or by which it may be bound, or of any\nprovision of any foreign or domestic state or federal judgment, decree, order,\nstatute, rule or regulation applicable to or binding upon the Company or ITC\nChina.  The execution, delivery and performance of and compliance with this\nAgreement and the consummation of the transactions contemplated hereby will not\nresult in any such violation or default, or be in conflict with or constitute,\nwith or without the passage of time or the giving of notice or both, either a\ndefault under the Company's Certificate or Bylaws or ITC China's charter or\nBylaws, or any agreement or contract of the Company or ITC China, or, to the\nCompany's knowledge, a violation of any statutes, laws, regulations or orders,\nor an event which results in the creation of any lien, charge or encumbrance\nupon any asset of the Company or ITC China.\n\n          4.13.  Disclosure.   No representation or warranty by the Company in\n                 ----------                                                   \nthis Agreement or in any statement or certificate signed by any officer of the\nCompany or ITC China furnished or to be furnished to the Investors pursuant to\nthis Agreement contains or will contain any untrue statement of a material fact\nor omits or will omit to state any material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances in which they are made, not misleading.\n\n          4.14.  Registration Rights.   Except as provided in the Investor\n                 -------------------                                      \nRights Agreement and except for rights granted to the holders of the Series B\nPreferred, neither the Company nor ITC China has granted or agreed to grant any\nperson or entity any rights (including piggyback registration rights) to have\nany securities of the Company or ITC China registered with the United States\nSecurities and Exchange Commission ('SEC') or any other governmental authority.\n                                     ---                                       \n\n          4.15.  Insurance.   Each of the Company and ITC China have obtained,\n                 ---------                                                    \nand will maintain, fire and casualty insurance policies with extended coverage,\nsufficient in amount (subject to reasonable deductibles) to allow it to replace\nany of its properties that might be damaged or destroyed.\n\n          4.16.  Financial Statements.   The Company has supplied to the\n                 --------------------                                   \nInvestor (i) the audited balance sheet of the Company as at December 31, 1997\nand the related audited statements of income, changes in stockholders' equity\nand cash flow of the Company for the fiscal year then ended, accompanied by the\nreport thereon by Coopers &amp; Lybrand CIEC, the Company's independent certified\npublic accountants (together with the related schedules and notes thereto, the\n'Audited Financial Statements') and (ii) the unaudited balance sheet of the\nCompany as at May 31, 1998 and the related unaudited statements of income,\nchanges in\n\n                                      -7-\n\n \nstockholders' equity and cash flow of the Company for the quarter then ended\n(the 'Interim Financial Statements') (the Audited Financial Statements and the\nInterim Financial Statements are referred to herein collectively as the\n'Financial Statements').\n\n          The Financial Statements present fairly the financial condition of the\nCompany as of the respective dates thereof, and the income, changes in\nstockholders' equity and cash flow of the Company for the year and period then\nended and have been prepared in accordance with United States generally accepted\naccounting principles ('GAAP') applied consistently throughout the periods\ninvolved, except that some or all footnotes required by GAAP for year-end\nfinancial statements are not included in the Interim Financial Statements.\nOther than as set forth in the Disclosure Schedule, neither the Company nor ITC\nChina has any material indebtedness or other material liability.\n\n          4.17.  Certain Actions.   Since the date of the Interim Financial\n                 ---------------                                           \nStatements, neither the Company nor ITC China has (a) declared or paid any\ndividends, or authorized or made any distribution upon or with respect to any\nclass or series of its capital stock; (b) incurred any indebtedness for money\nborrowed or incurred any other liabilities individually in excess of $10,000 or\nin excess of $25,000 in the aggregate; (c) made any loans or advances to any\nperson, other than ordinary advances for travel expenses; (d) sold, exchanged or\notherwise disposed of any material assets or rights other than the sale of\ninventory in the ordinary course of its business; or (e) entered into any\ntransactions with any of its officers, directors or employees or any entity\ncontrolled by any of such individuals.\n\n          4.18.  Activities Since Interim Financial Statement Date.   Since the\n                 -------------------------------------------------             \ndate of the Interim Financial Statements, there has not been:\n\n          (a)    any damage, destruction or loss, whether or not covered by\n                 insurance, materially and adversely affecting the assets,\n                 properties, financial condition, operating results, prospects\n                 or business of the Company or ITC China (as presently conducted\n                 and as presently proposed to be conducted);\n\n          (b)    any waiver by the Company or ITC China of a valuable right or\n                 of a material debt owed to it;\n\n          (c)    any satisfaction or discharge of any lien, claim or encumbrance\n                 or payment of any obligation by the Company or ITC China,\n                 except such a satisfaction, discharge or payment made in the\n                 ordinary course of business that is not material to the assets,\n                 properties, financial condition, operating results or business\n                 of the Company or ITC China;\n\n          (d)    any material change or amendment to a material contract or\n                 arrangement by which the Company or ITC China or any of their\n                 assets or properties is bound or subject, except for changes or\n                 amendments which are expressly provided for or disclosed in\n                 this Agreement;\n\n                                      -8-\n\n \n          (e)    any material change in any compensation arrangement or\n                 agreement with any present or prospective employee, contractor\n                 or director not approved by the Company's or ITC China's Board\n                 of Directors; or\n\n          (f)    to the Company's knowledge, any other event or condition of any\n                 character which would materially and adversely affect the\n                 assets, properties, financial condition, operating results or\n                 business of the Company or ITC China.\n\n          4.19.  Tax Matters.   The Company has made sufficient provision for,\n                 -----------                                                  \nand has adequate resources to pay, all accrued and unpaid federal, state,\nprovincial, foreign, county and local taxes of each of the Company and ITC\nChina, whether or not assessed or disputed as of the date hereof.  There have\nbeen no examinations or audits of any tax returns or reports by any applicable\nfederal, state or local governmental agency.  Except as set forth in the\nDisclosure Schedule, each of the Company and ITC China have duly filed all\nfederal, state, county and local tax returns required to have been filed by it\nand paid all taxes shown to be due on such returns.  To the extent that any tax\nreturns have not been filed as reflected on the Disclosure Schedule, such\nfailure to file has not had and will not have any material adverse effect on the\nCompany or ITC China.  There are in effect no waivers of applicable statutes of\nlimitations with respect to taxes for any year.\n\n          4.20.  Tax Elections.   Neither the Company nor ITC China has elected\n                 -------------                                                 \npursuant to the Internal Revenue Code of 1986, as amended (the 'Code'), to be\n                                                                ----         \ntreated as an 'S' corporation or a collapsible corporation pursuant to Section\n341(f) or Section 1362(a) of the Code, nor has the Company or ITC China  made\nany other elections pursuant to the Code (other than elections which relate\nsolely to matters of accounting, depreciation or amortization) which would have\na material affect on the Company or ITC China, their financial conditions, their\nbusinesses as presently conducted or presently proposed to be conducted or any\nof their properties or material assets.\n\n          4.21.  Invention Assignment and Confidentiality Agreement.   The\n                 --------------------------------------------------       \nCompany has caused each employee, officer, consultant and contractor of each of\nthe Company and ITC China to enter into and execute an agreement as to\nassignment to the Company of inventions made during employment and the\nconfidentiality of proprietary information of the Company.\n\n          4.22.  Environmental Matters.   During the period that each of the\n                 ---------------------                                      \nCompany and ITC China has owned or leased its properties and facilities, (a)\nthere have been no disposals, releases or threatened releases of Hazardous\nMaterials (as defined below) on, from or under such properties or facilities,\n(b) neither the Company nor ITC China, nor to the Company's knowledge any third\nparty, has used, generated, manufactured or stored on, under or about such\nproperties or facilities or transported to or from such properties or facilities\nany Hazardous Materials.  Neither the Company nor ITC China has knowledge of any\npresence, disposals, releases or threatened releases of Hazardous Materials on,\nfrom or under any of such properties or facilities, which may have occurred\nprior to the Company or ITC China having taken possession of any of such\nproperties or facilities.  For purposes of this Agreement, the terms 'disposal',\n                                                                      --------  \n'release', and 'threatened release' shall have the definitions assigned thereto\n -------        ------------------                                             \nby the Comprehensive\n\n                                      -9-\n\n \nEnvironmental Response, Compensation and Liability Act of 1980, 42 U.S.C.\nSection 9601 et seq., as amended ('CERCLA'). For the purposes of this Section,\n                                   ------\n'Hazardous Materials' shall mean any hazardous or toxic substance, material or\n -------------------                                   \nwaste which is regulated under, or defined as a 'hazardous substance',\n'pollutant', 'contaminant', 'toxic chemical', 'hazardous material', 'toxic\nsubstance', or 'hazardous chemical' under (1) CERCLA; (2) the Emergency\n Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001 et\n                                                                   --\nseq.; (3) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et\n---                                                                           --\nseq.; (4) the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (5)\n---                                                                -- ---      \nthe Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.;\n                                                                      -- ---  \n(6) regulations promulgated under any of the above statutes; or (7) any\napplicable state or local statute, ordinance, rule, or regulation that has a\nscope or purpose similar to those statutes identified above.\n\n          4.23.  Interested Party Transactions.   To the knowledge of the\n                 -----------------------------                           \nCompany, no officer or director of the Company or ITC China or any 'affiliate'\nor 'associate' (as those terms are defined in Rule 405 promulgated under the\nSecurities Act) of any such person has had, either directly or indirectly, a\nmaterial interest in:  (i) any person or entity which purchases from or sells,\nlicenses or furnishes to the Company or ITC China any goods, property,\ntechnology, intellectual or other property rights or services; or (ii) any\ncontract or agreement to which the Company or ITC China is a party or by which\nit may be bound or affected, except that Dr. Shelley Harrison, a director of the\nCompany, is a major stockholder of a company that shares office space and\nexpenses with ITC China in Shanghai, China.\n\n          4.24.  Stock Restriction Agreements.   Each person who, pursuant to\n                 ----------------------------                                \nany benefit, bonus or incentive plan of the Company or ITC China, holds any\ncurrently outstanding shares of Common Stock or other securities of either the\nCompany or ITC China or any option, warrant or right to acquire such shares or\nother securities, has entered into or is otherwise bound by, an agreement\ngranting the Company or ITC China (i) the right to repurchase the shares for the\noriginal purchase price, or to cancel the option, warrant or right, in the event\nthe holder's employment or services with the Company or ITC China terminate for\nany reason, subject to release of such repurchase or cancellation right on terms\nand conditions specified by the Board of Directors of the Company, and (ii) a\nright of first refusal with respect to all such shares, except that there are no\nrestrictions imposed upon shares underlying options granted to Edward B. Roberts\nand Andrew Mason.  Each of the Company and ITC China has furnished to each\nInvestor true and complete copies of the forms of all such stock restriction\nagreements.\n\n     4B.  REPRESENTATIONS AND WARRANTIES OF CHARLES ZHANG.   Charles Zhang\n          -----------------------------------------------                 \nrepresents and warrants to the Investors as follows:\n\n          4B.1  Conflicting Agreements. He is not, as a result of the nature of\n                ----------------------                                         \nthe business conducted or proposed to be conducted by the Company or for any\nother reason, in violation of (i) any fiduciary or confidential relationship,\n(ii) any term of any contract or covenant (either with the Company or with\nanother entity) relating to employment, patents, proprietary information\ndisclosure, non-competition or non-solicitation, or (iii) any other contract or\nagreement, or any judgment, decree or order of any court or administrative\nagency relating to or affecting the right of Mr. Zhang to be employed by the\nCompany. No such relationship, term, judgment, decree, or order conflicts with\nMr. Zhang obligations to use his best efforts to promote the interests of the\n\n                                      -10-\n\n \nCompany nor does the execution and delivery of this Agreement and the\ntransactions contemplated hereby, nor the carrying on of the Company's business\nas an officer or key employee of the Company, conflict with any such\nrelationship, term, judgment, decree or order.\n\n          4B.2  Litigation. There is no action, suit or proceeding, or\n                ----------                                            \ngovernmental inquiry or investigation, pending or, to the best of Mr. Zhang 's\nknowledge, threatened against Mr. Zhang and, to the best of his knowledge, there\nis no basis for any such action, suit, proceeding, or governmental inquiry or\ninvestigation.\n\n          4B.3  Stockholder Agreements. Except as contemplated by or disclosed\n                ----------------------                                        \nin this Agreement, Mr. Zhang is not a party to and has no knowledge of any\nagreements, written or oral, relating to the acquisition, disposition,\nregistration under the Securities Act, or voting of the capital stock of the\nCompany.\n\n     5.   REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.   The Investor\n          ----------------------------------------------                \nrepresents and warrants to the Company as follows:\n\n          5.1.   Authorization.   This Agreement when executed and delivered by\n                 -------------                                                 \nthe Investor will constitute a valid and legally binding obligation of the\nInvestor, subject, as to enforcement of remedies, to applicable bankruptcy,\ninsolvency, moratorium, reorganization and similar laws affecting creditors'\nrights generally and to general equitable principles.\n\n          5.2.   Investigation; Economic Risk.   The Investor acknowledges that\n                 ----------------------------                                  \nit is an 'accredited investor' within the meaning that term as defined in Rule\n50l(a) of Regulation D of the Securities Act (meaning that, in the case of a\ncorporation, it either has total assets in excess of $5,000,000 and was not\nformed for the specific purpose of acquiring the Shares, or each of its equity\nowners are 'accredited investors').  The Investor's address is 200 Liberty\nStreet, New York, New York 10281, which represents its state of domicile, upon\nwhich the Company may rely for the purpose of complying with applicable state\n'Blue Sky' laws.  The Investor acknowledges that it has had an opportunity to\ndiscuss the business, affairs and current prospects of the Company with its\nofficers.  The Investor further acknowledges having had access to information\nabout the Company that it has requested.  The Investor acknowledges that it is\nable to fend for itself in the transactions contemplated by this Agreement and\nhas the ability to bear the economic risks of its investment pursuant to this\nAgreement.\n\n          5.3.   Purchase for Own Account. The Shares and the Conversion Shares\n                 -----------------------   \nwill be acquired for the Investor's own account, not as a nominee or agent, and\nnot with a view to or in connection with the sale or distribution of any part\nthereof.\n\n          5.4.   Exempt from Registration; Restricted Securities.   The Investor\n                 -----------------------------------------------                \nunderstands that the Shares and the Conversion Shares will not be registered\nunder the Securities Act, on the ground that the sale provided for in this\nAgreement is exempt from registration under of the Securities Act, and that the\nreliance of the Company on such exemption is predicated in part on the\nInvestor's representations set forth in this Agreement.  The Investor\nunderstands that the Shares and the Conversion Shares being purchased hereunder\nare restricted securities within the meaning of Rule 144 under the Securities\nAct; that the Shares and the Conversion Shares\n\n                                      -11-\n\n \nare not registered and must be held indefinitely unless they are subsequently\nregistered or an exemption from such registration is available.\n\n          5.5.   Restrictive Legends.   It is understood that each certificate\n                 -------------------                                          \nrepresenting (a) the Shares, (b) the Conversion Shares, and (c) any other\nsecurities issued in respect of the any of the foregoing upon any stock split,\nstock dividend, recapitalization, merger or similar event shall be stamped or\notherwise imprinted with a legend substantially in the following form:\n\n   THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE\n   SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER THE SECURITIES LAWS\n   OF CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON\n   TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS\n   PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO\n   REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY\n   REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY\n   TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN\n   COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.\n\n          5.6    Removal of Restrictive Legend. The legend set forth above shall\n                 -----------------------------                             \nbe removed by the Company from any certificate evidencing Shares or Conversion\nShares upon delivery to the Company of an opinion of counsel, reasonably\nsatisfactory to the Company, that a registration statement under the Securities\nAct is at that time in effect with respect to the legended security or that such\nsecurity can be freely transferred in a public sale without such a registration\nstatement being in effect and that such transfer will not jeopardize the\nexemption or exemptions from registration pursuant to which the Company issued\nthe Shares or Conversion Shares.\n\n     6.   COVENANTS OF THE COMPANY.  The Company covenants to the Investor as\n          ------------------------                                           \nfollows:\n\n          6.1    Use of Proceeds. The Company will use the Proceeds from the\n                 ---------------                                           \nsale of the Shares for business expansion, capital expenditures and general\nworking capital.\n\n          6.2    Vesting.  Any Common Stock or other securities of the Company\n                 -------                                                      \nissued after the Closing to employees, directors and consultants of the Company\npursuant to any benefit, bonus or incentive plan of the Company shall be subject\nto customary vesting provisions over a period of four (4) years (other than\nCommon Stock issued pursuant to the exercise of options held by Edward Roberts\nand Andrew Mason as of the date hereof), and a minimum of 50% of the shares\nissued to Charles Zhang shall be subject to four (4) years of customary vesting\nand repurchase provisions at the original issue price.\n\n                                      -12-\n\n \n     7.   CONDITIONS TO THE INVESTOR'S OBLIGATIONS AT THE CLOSING. The\n          --------------------------------------------------------    \nobligation of the Investor to purchase the Shares at the Closing is subject to\nthe fulfillment, to the satisfaction the Investor, on or before the Closing, of\nthe following conditions:\n\n          7.1. Representations and Warranties Correct.  The representations and\n               --------------------------------------                          \nwarranties made by the Company in Section 4 hereof shall be true and correct (i)\nwhen made and (ii) as of the date of the Closing.  Such representations and\nwarranties shall have the same force and effect as if made on and as of such\ndate, subject to changes contemplated by this Agreement.\n\n          7.2. Performance of Obligations.  The Company shall have performed and\n               --------------------------                                       \ncomplied with all agreements, obligations and conditions contained in this\nAgreement that are required to be performed or complied with by it on or before\nthe Closing and the Company shall have obtained all approvals, consents and\nqualifications necessary to complete the purchase and sale described herein.\n\n          7.3. Proceedings and Documents.  All corporate and other proceedings\n               -------------------------                                      \nin connection with the transactions contemplated hereby and all documents and\ninstruments incident to such transactions shall be satisfactory in substance and\nform to the Investor, and the Investor shall have received all such counterpart\noriginals or certified or other copies of such documents as it may reasonably\nrequest.\n\n          7.4. Consents and Waivers.  The Company shall have obtained any and\n               --------------------                                          \nall consents and waivers necessary or appropriate for consummation of the\ntransactions contemplated by this Agreement.\n\n          7.5. Compliance Certificate.  At the Closing, the Company shall\n               ----------------------                                    \ndeliver to the Investor a certificate, dated as of the Closing, signed by the\nCompany's President certifying that the conditions specified in Paragraphs 7.1\nand 7.2 have been fulfilled.\n\n          7.6. Securities Laws.  The offer and sale of the Shares to the\n               ---------------                                          \nInvestors pursuant to this Agreement shall be exempt from the registration\nrequirements of the Securities Act and the registration and\/or qualification\nrequirements of all applicable state securities laws.\n\n          7.7. Amendment to Certificate. The Certificate shall have been duly\n               ------------------------                                      \nadopted by the Company by all necessary corporate action of its Board of\nDirectors and shareholders and shall have been duly filed with and accepted by\nthe Secretary of State of the State of Delaware.\n\n          7.8. Opinion of Company's Counsel. At the Closing, the Investor shall\n               ----------------------------                                    \nhave received from counsel to the Company an opinion addressed to the Investor,\ndated the date of the Closing, in form and substance reasonably acceptable to\nthe Investor.\n\n     8.   CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSINGS. The obligations\n          ---------------------------------------------------                 \nof the Company under this Agreement are subject to the fulfillment, on or before\nthe Closing, of the following conditions:\n\n                                      -13-\n\n \n          8.1. Representations and Warranties. The representations and\n               ------------------------------                         \nwarranties of the Investor contained in Section 5 hereof shall be true as of the\nClosing.\n\n          8.2. Payment of Purchase Price.  The Investor shall have delivered to\n               -------------------------                                       \nthe Company the purchase price in accordance with the provisions of Section 3.\n\n          8.3. Certificate Effective. The Certificate shall have been duly\n               ---------------------                                      \nadopted by the Company by all necessary corporate action of its Board of\nDirectors and shareholders, and shall have been duly filed with and accepted by\nthe Secretary of State of the State of Delaware.\n\n          8.4. Securities Exemptions. The offer and sale of the Shares to the\n               ---------------------                                         \nInvestor pursuant to this Agreement shall be exempt from the registration\nrequirements of the Securities Act, and the requirements of all applicable state\nsecurities laws.\n\n     9.   MISCELLANEOUS.\n          ------------- \n\n          9.1. Governing Law. This Agreement shall be governed in all respects\n               -------------                                                  \nby the laws of the State of Delaware without regard to provisions regarding\nchoice of laws.\n\n          9.2. Survival. The representations, warranties, covenants and\n               --------                                                \nagreements made herein shall survive any investigation made by any party hereto\nand the closing of all the transactions contemplated hereby.\n\n          9.3. Successors and Assigns.  Except as otherwise expressly provided\n               ----------------------                                         \nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors and administrators of the\nparties hereto whose rights or obligations hereunder are affected by such\namendments.  This Agreement and the rights and obligations therein may not be\nassigned by the Investor without the written consent of the Company except to a\nparent corporation, a subsidiary or an affiliate.  This Agreement and the rights\nand obligations herein may not be assigned by the Company without the written\nconsent of the Investor.\n\n          9.4. Entire Agreement. This Agreement and the exhibits hereto which\n               ----------------                                              \nare hereby expressly incorporated herein by this reference constitute the entire\nunderstanding and agreement between the parties with regard to the subjects\nhereof and thereof; provided, however, that nothing in this Agreement shall be\n                    --------  -------                                         \ndeemed to terminate or supersede the provisions of any confidentiality and\nnondisclosure agreements executed by the parties hereto prior to the date\nhereof, which agreements shall continue in full force and effect until\nterminated in accordance with their respective terms.\n\n          9.5. Notices. Except as may be otherwise provided herein, all notices,\n               -------                                                          \nrequests, waivers and other communications made pursuant to this Agreement shall\nbe in writing and shall be conclusively deemed to have been duly given (a) when\nhand delivered to the other party; (b) when received when sent by facsimile at\nthe address and number set forth below; (c) for notices between parties both of\nwhich are located in the United States, three business days after deposit in the\nU.S. mail with first class or certified mail return receipt requested postage\nprepaid and addressed to the other party as set forth below; or (d) when\nreceived, if sent by a national \n\n                                      -14-\n\n \novernight delivery service, postage prepaid, addressed to the parties as set\nforth below, provided that the sending party receives a confirmation of delivery\nfrom the delivery service provider. Each person making a communication hereunder\nby facsimile shall promptly confirm by telephone to the person to whom such\ncommunication was addressed each communication made by it by facsimile pursuant\nhereto but the absence of such confirmation shall not affect the validity of any\nsuch communication. A party may change or supplement the addresses given below,\nor designate additional addresses, for purposes of this Section 9.5 by giving\nthe other party written notice of the new address in the manner set forth above.\n\n          If to the Company:\n\n          Internet Technologies China Incorporated\n          7 Jianguomen Nei Avenue\n          Bright China Chang An Building\n          Tower 2 Room 519\n          Beijing, China  100005\n          Phone: 011 8610 6510 2165\n          Fax: 011 8610 6510 2159\n\n          with a copy to:\n\n          Goulston &amp; Storrs, P.C.\n          400 Atlantic Avenue\n          Boston, MA 02110\n          Attn: Timothy B. Bancroft\n          Phone: (617) 574-3511\n          Fax: (617) 574-4112\n\n          If to the Investor:\n\n          Kummell Investments Limited\n          Suite 922C, Europort\n          Gibralter\n          Fax Number 350-736-25\n \n          with a copy to:\n\n \n          9.6. Amendments and Waivers. Any term of this Agreement may be amended\n               ----------------------                                           \nonly with the written consent of the Company and the Investor.\n\n          9.7. Delays or Omissions.  No delay or omission to exercise any right,\n               -------------------                                              \npower or remedy accruing to the Company or to the Investor, upon any breach or\ndefault of any party hereto under this Agreement, shall impair any such right,\npower or remedy of the Company, or \n\n                                      -15-\n\n \nthe Investor nor shall it be construed to be a waiver of any such breach or\ndefault, or an acquiescence therein, or of any similar breach of default\nthereafter occurring; nor shall any waiver of any other breach or default\ntheretofore or thereafter occurring. Any waiver, permit, consent or approval of\nany kind or character on the part of the Company or the Investor of any breach\nof default under this Agreement or any waiver on the part of the Company or the\nInvestor of any provisions or conditions of this Agreement, must be in writing\nand shall be effective only to the extent specifically set forth in such\nwriting. All remedies, either under this Agreement, or by law or otherwise\nafforded to the Company or the Investor shall be cumulative and not alternative.\n\n          9.8.   Legal Fees. In the event of any action at law, suit in equity\n                 ----------          \nor arbitration proceeding in relation to this Agreement or any Shares or other\nsecurities of the Company issued or to be issued, the prevailing party, shall be\npaid by the other party a reasonable sum for attorney's fees and expenses for\nsuch prevailing party.\n\n          9.9.   Finder's Fees. Each party (a) represents and warrants to the\n                 -------------                                               \nother party hereto that it has retained no finder or broker in connection with\nthe transactions contemplated by this Agreement, and (b) hereby agrees to\nindemnify and to hold harmless the other party hereto from and against any\nliability for any commission or compensation in the nature of a finder's fee of\nany broker or other person or firm (and the costs and expenses of defending\nagainst such liability or asserted liability) for which the indemnifying party\nor any of its employees or representatives are responsible.\n\n          9.10.  Titles and Subtitles. The titles of the paragraphs and\n                 --------------------                                  \nsubparagraphs of this Agreement are for convenience of reference only and are\nnot to be considered in construing this Agreement.\n\n          9.11.  Counterparts. This Agreement may be executed in any number of\n                 ------------                                                 \ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n          9.12.  Severability. Should any provision of this Agreement be\n                 ------------                                           \ndetermined to be illegal or unenforceable, such determination shall not affect\nthe remaining provisions of this Agreement.\n\n          9.13   Protection of Confidential Information.  Confidential or\n                 --------------------------------------                  \nproprietary information disclosed by either party under this Agreement, as well\nas the terms of this Agreement and each Investor's investment in the Company,\nshall be considered confidential information (the 'Confidential Information')\nand shall not be disclosed by the Company or any other party to this Agreement\nto any third party, subject to Section 9.14 below.  Each party shall immediately\nnotify the other parties of any information that comes to its attention which\nmight indicate that there has been a loss of confidentiality with respect to the\nConfidential Information.  In the event that the Company or any other party\nbecomes legally compelled (by statute or regulation or by oral questions,\ninterrogatories, request for information or documents, subpoena, criminal or\ncivil investigative demand or similar process, including without limitation, in\nconnection with any public or private offering of the Company's capital stock)\nto disclose any of \n\n                                      -16-\n\n \nthe Confidential Information, such party (the 'Disclosing Party') shall provide\nthe other party (the 'Non-Disclosing Party') with prompt written notice of that\nfact so that the appropriate party may seek (with the cooperation and reasonable\nefforts of the other parties) a protective order, confidential treatment or\nother appropriate remedy. In such event, the Disclosing Party shall furnish only\nthat portion of the Confidential Information which is legally required and shall\nexercise reasonable efforts to obtain reliable assurance that confidential\ntreatment will be accorded the Confidential Information to the extent reasonably\nrequested by the Non-Disclosing Party. The provisions of this Section 9.13 shall\nbe in addition to, and not in substitution for, the provisions of any separate\nnondisclosure agreement executed by the parties hereto with respect to the\ntransaction contemplated hereby.\n\n          9.14 Disclosure of Terms; Press Releases.  Notwithstanding the\n               -----------------------------------                      \nprovisions of Section 9.13 above, from and after the Closing, the Company may\ndisclose the existence of this Agreement and the terms hereof, as well as the\nInvestor's investment in the Company solely to the Company's investors,\ninvestment bankers, lenders, accountants, legal counsel, business partners, and\nbona fide prospective investors, employees, lenders and business partners, in\neach case only where such persons or entities are under appropriate\nnondisclosure obligations.  In addition, the Company may disclose the fact that\nthe Investor is an investor in the Company to third parties without the\nrequirement of nondisclosure obligations.  Within sixty (60) days of the\nClosing, the Company may issue a press release disclosing that the Investor has\ninvested in the Company; provided that the release does not disclose the amount\nor other specific terms of the investment and is approved in advance in writing\nby the Investor.  The Investor, at its sole discretion, may provide an executive\nquote or other material regarding its investment in the Company.  No other\nannouncement regarding the Investor's investment in the Company in a press\nconference, in any professional or trade publication, in any marketing materials\nor otherwise to the general public may be made without the prior written consent\nof the Investor, which consent may be withheld at the sole discretion of the\nInvestor.  Notwithstanding the foregoing, the Investor may disclose its\ninvestment in the Company and the terms thereof to third parties or to the\npublic at its discretion, and the Company shall have the right to disclose to\nthird parties any such information disclosed by the Investor in a press release\nor other public announcement.  If the Company or the Investor determines that\nany disclosure not otherwise authorized by this Agreement is required by law or\nregulation, then the provisions of Section 9.13 regarding disclosure of\nConfidential Information by a Disclosing Party shall govern.\n\n          9.15 Dispute Resolution.  The parties agree to negotiate in good faith\n               ------------------                                               \nto resolve any dispute between them regarding this Agreement. If the\nnegotiations do not resolve the dispute to the reasonable satisfaction of both\nparties, then each party shall nominate one senior officer of the rank of Vice\nPresident or higher as its representative. These representatives shall, within\nthirty (30) days of a written request by either party to call such a meeting,\nmeet in person and alone (except for one assistant for each party) and shall\nattempt in good faith to resolve the dispute. If the disputes cannot be resolved\nby such senior managers in such meeting, the parties agree that they shall, if\nrequested in writing by either party, meet within thirty (30) days after such\nwritten notification for one day with an impartial mediator and consider dispute\nresolution alternatives other than litigation.  If an alternative method of\ndispute resolution is not agreed upon \n\n                                      -17-\n\n \nwithin thirty (30) days after the one day mediation, either party may begin\nlitigation proceedings. This procedure shall be a prerequisite before taking any\nadditional action hereunder.\n\n                                      -18-\n\n \n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year herein above first written.\n\n\n\nTHE COMPANY:                                  INVESTOR:\n\nINTERNET TECHNOLOGIES CHINA INCORPORATED      DOW JONES &amp; COMPANY, INC.\n\nBy:______________________________             By:______________________________\n   Name:                                         Name:\n   Title:                                        Title:\n\nCHARLES ZHANG:\n\nExecuted solely for the purpose of making \nthe representations and warranties set\nforth in Section 4B hereof:\n\n \n________________________________\nCharles C.Y. Zhang\n\n\n\n      [SIGNATURE PAGE FOR SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENT]\n\n                                      -19-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7348,8856],"corporate_contracts_industries":[9510,9467],"corporate_contracts_types":[9622,9627],"class_list":["post-43593","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dow-jones---co-inc","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-media__newspapers","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43593","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43593"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43593"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43593"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43593"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}