REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2006, by and among China Opportunity Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned...Registration Rights Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2006 by and between China Opportunity Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration...Investment Management Trust Agreement • November 9th, 2006 • China Opportunity Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2007 ("Agreement"), by and among CHINA OPPORTUNITY ACQUISITION CORP., a Delaware corporation ("Company"), HARRY EDELSON, BARRY SHERECK, NICK PURO, ROSE-MARIE FOX, BAILEN ZHENG,...Stock Escrow Agreement • February 21st, 2007 • China Opportunity Acquisition Corp. • Blank checks • New York
EARLYBIRDCAPITAL, INC. 275 MADISON AVENUE SUITE 1203 NEW YORK, NEW YORK 10016Selected Dealers Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
OFChina Opportunity Acquisition Corp. • September 29th, 2006 • New York
WARRANT AGREEMENT Agreement made as of __________, 2006 between China Opportunity Acquisition Corp., a Delaware corporation, with offices at 354 East 50th Street, New York, New York 10022 ("Company"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
BETWEENUnderwriting Agreement • February 21st, 2007 • China Opportunity Acquisition Corp. • Blank checks • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 6th, 2009 • China Opportunity Acquisition Corp. • Steel works, blast furnaces & rolling & finishing mills • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of March, 2009 between and among China Opportunity Acquisition Corp. (“Buyer” or “China Opportunity”) and the signatory on the execution page hereof (the “Seller”).
VOTING AGREEMENTVoting Agreement • November 14th, 2008 • China Opportunity Acquisition Corp. • Blank checks • New York
VOTING AGREEMENT, dated as of this [Closing Date] (“Agreement”), among each of the persons listed under the caption “BVICo Group” on Exhibit A attached hereto (the “BVICo Group”), each of the persons listed under the caption “COAC Group” on Exhibit A attached hereto (the “COAC Group”) and Golden Green Enterprises Limited, a British Virgin Islands corporation (“BVICo”). Each of the BVICo Group and the COAC Group is sometimes referred to herein as a “Group.” For purposes of this Agreement, each person who is a member of either the BVICo Group or the COAC Group is referred to herein individually as a “Stockholder” and collectively as the “Stockholders.” Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement;
GOLDEN GREEN ENTERPRISES LIMITED]China Opportunity Acquisition Corp. • December 24th, 2008 • Steel works, blast furnaces & rolling & finishing mills • Delaware
Each Unit consists of one (1) ordinary share, no par value, (“Ordinary Shares”), of [Golden Green Enterprises Limited], a British Virgin Islands business company (the “Company”), and two warrants (the “Warrants”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for US$5.00 per share (subject to adjustment). Each Warrant will become exercisable on [the date Company's completion of the merger with China Opportunity Acquisition Corp.] and will expire unless exercised before 5:00 p.m., New York City Time, on March 19, 2011, or earlier upon redemption.
Edelson Technology Inc. 300 Tice Boulevard Woodcliff Lake, New Jersey 07677 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering...China Opportunity Acquisition Corp. • September 29th, 2006
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of China Opportunity Acquisition Corp. ("COAC") and continuing until the consummation by COAC of a "Business Combination" (as described in COAC's IPO prospectus), Edelson Technology Inc. shall make available to COAC certain office and secretarial services as may be required by COAC from time to time, situated at 300 Tice Boulevard, Woodcliff Lake, New Jersey 07677. In exchange therefore, COAC shall pay Edelson Technology Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
ESCROW AGREEMENTEscrow Agreement • November 14th, 2008 • China Opportunity Acquisition Corp. • Blank checks • New York
WARRANTNumber • September 29th, 2006 • China Opportunity Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of China Opportunity Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obliga
FORM OF LOCK-UP AGREEMENT [Note: Each person subject to the Lock-Up Agreement will sign a separate agreement.]Lock-Up Agreement • November 14th, 2008 • China Opportunity Acquisition Corp. • Blank checks
In connection with the Agreement of Merger and Plan of Reorganization dated _______, 2008 by and among China Opportunity Acquisition Corp. (“COAC”), Golden Green Enterprises Limited (“BVICo”), Wealth Rainbow Development Limited, Henan Green Complex Materials Co., Ltd and the shareholders of BVICo (the “Merger Agreement”), to induce COAC to consummate the Merger (as defined in the Merger Agreement), the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
February 20, 2007 EarlyBirdCapital, Inc. 275 Madison Avenue New York, New York 10016 Re: China Opportunity Acquisition Corp. ----------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to purchase shares of...China Opportunity Acquisition Corp. • February 21st, 2007 • Blank checks
This letter will confirm the agreement of the undersigned to purchase shares of common stock ("Common Stock") of China Opportunity Acquisition Corp. ("Company") upon the terms and conditions set forth herein. This letter is intended to constitute a "written plan for trading securities" within the meaning of Rule l0b5-1 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Notwithstanding anything to the contrary contained herein, no purchase may take place if such purchase would violate any United States Federal securities law.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2006 • China Opportunity Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase _________ Warrants ("Insider Warrants") at $0.60 per Insider Warrant, of China Opportunity Acquisition Corp. (the "Corporation") for an aggregate purchase price of $_______ ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO") which is being underwritten by EarlyBirdCapital, Inc. ("EBC"). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
