Subscription Agreement
Exhibit
10.12
As
of
January __, 2008
To
the
Board of Directors of
China
Ascendance Acquisition Corporation:
Gentlemen:
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
Xxxxxxxx & 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.
At
least
24 hours prior to the effective date of the registration statement filed
in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow Agent”),
to hold in a non-interest bearing account until the Corporation consummates
the
IPO. Simultaneously with the consummation of the IPO, the Escrow Agent
shall
deposit the Purchase Price, without interest or deduction, into the trust
fund
(“Trust Fund”) established by the Corporation for the benefit of the
Corporation’s public shareholders as described in the Corporation’s Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement
to
be entered into between the Corporation and Continental Stock Transfer
&
Trust Company. In the event that the IPO is not consummated within 14 days
of
the date the Purchase Price is delivered to the Escrow Agent, the Escrow
Agent
shall return the Purchase Price to the undersigned, without interest or
deduction.
The
undersigned represents and warrants that he has been advised that the Insider
Warrants have not been registered under the Securities Act; that he is
acquiring
the Insider Warrants for its account for investment purposes only; that
he has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that he is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that he is
familiar with the proposed business, management, financial condition and
affairs
of the Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a
merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) and acknowledges that the
certificates for such Insider Warrants shall contain a legend indicating
such
restriction on transferability.
The
Corporation hereby acknowledges and agrees that, in the event the Corporation
calls the Warrants for redemption pursuant to that certain Warrant Agreement
to
be entered into by the Corporation and Continental Stock Transfer & Trust
Company in connection with the Corporation’s IPO, the Corporation shall allow
the undersigned to exercise any Insider Warrants by surrendering such Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing
(x) the product of the number of Ordinary Shares underlying the Warrant,
multiplied by the difference between the Warrant exercise price and the
“Fair
Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
Value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date
on
which the notice of redemption is sent to holders of Warrants.
Susquehanna
and Ladenburg
are deemed third party beneficiaries of this agreement and the terms
of this agreement and the restriction on transfers with respect to the
Insider
Warrants may not be amended without the prior written consent of Susquehanna
and
Ladenburg.
| Very truly yours, | ||
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AGREED
TO:
CHINA
ASCENDANCE ACQUISITION CORPORATION
By:
__________________________
Name:
Title:
XXXXXXXX
XXXXXX
By:
___________________________
Name:
Title:
2
