China Ascendance Acquisition Corporation 10,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2008 • China Ascendance Acquisition Corp. • New York
China Ascendance Acquisition Corporation, a Cayman Islands limited life company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 10,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Representatives an option to purchase up to 1,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • China Ascendance Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of _____, 2008, by and among China Ascendance Acquisition Corporation, a Cayman Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...China Ascendance Acquisition Corp. • January 25th, 2008 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CHINA ASCENDANCE ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2013.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2008 • China Ascendance Acquisition Corp. • New York
This Agreement is made as of _______, 2008 by and between China Ascendance Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • January 25th, 2008 • China Ascendance Acquisition Corp. • New York
Agreement made as of _______, 2008 between China Ascendance Acquisition Corp., a Cayman Islands limited life company, with offices at 108 North 4th Ring East Road, QianHe JiaYuan, Building 9, Suite 607, Beijing, 100029, China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Subscription AgreementSubscription Agreement • January 25th, 2008 • China Ascendance Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of China Ascendance Acquisition Corporation (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 Susquehanna Financial Group, LLLP (“Susquehanna”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Insider Warrants shall have the same terms as the Public Warrants.
CHINA ASCENDANCE ACQUISITION CORPORATIONChina Ascendance Acquisition Corp. • January 25th, 2008
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 25th, 2008 • China Ascendance Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of __________ __, 2008 (“Agreement”), by and among CHINA ASCENDANCE ACQUISITION CORPORATION, a Cayman Islands corporation (“Company”), BRIGHT ELITE ENTERPRISES LIMITED, CHENG JIA LIU, TERRY MCCARTHY, HUI YU HE, MATTHEW HAYDEN, STEVE TAYLOR, JOHN LEMAK, STEVE KIRCHER, SCOTT HOOD, JIM KENNEDY, RON HELLER, MIKE MORRIS, MERRY LEE CARNALL, ANCORA GREATER CHINA FUND, JOHN P. MICKLITISH, BILL WELLS, STEVE BRONSON, BRIAN LIN, CENTAUR VALUE FUND, LP AND UNITED CENTAUR MASTER FUND (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
