April 30, 2005
EarlyBirdCapital, Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chardan China Acquisition Corp. II
Gentlemen:
This letter will confirm the agreement of the undersigned to
purchase warrants ("Warrants") of Chardan China Acquisition Corp. II ("Company")
included in the units ("Units") being sold in the Company's initial public
offering ("IPO") upon the terms and conditions set forth herein. Each Unit is
comprised of one share of Common Stock and two Warrants. The shares of Common
Stock and Warrants will not be separately tradeable until 90 days after the
effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC")
informs the Company of its decision to allow earlier separate trading.
The undersigned agrees that this letter agreement constitutes an
irrevocable order for EBC or an independent broker/dealer designated by EBC (in
either case, the "Broker") to purchase for the undersigned's account within the
40-day period commencing on the date separate trading of the Warrants commences
("Separation Date") up to _____ Warrants at market prices not to exceed $0.75
per Warrant ("Maximum Warrant Purchase"). The Broker agrees to fill such order
in such amounts and at such times as it may determine, in its sole discretion,
during the 40-day period commencing on the Separation Date (such period is
hereinafter referred to as the "Purchase Period"). EBC further agrees that it
will not charge the undersigned any fees and/or commissions with respect to such
purchase obligation.
This letter is one of several similar letters (the "Other Letters")
with ____, ____, ____, ____, ____, and ____ (collectively, the "Other Founders")
obligating the Other Founders to similarly purchase Warrants. The Broker agrees
that at any time it purchases Warrants under this letter or under any of the
Other Letters, it will use reasonable commercial efforts to purchase Warrants
for the account of the undersigned and the Other Founders, pro rata, on the
basis of the Maximum Warrant Purchase set forth herein and in each of the Other
Letters.
The Broker will promptly notify the undersigned of any purchase of
Warrants hereunder and under the Other Letters so that the undersigned can
comply with applicable reporting requirements on a timely basis.
The undersigned agrees that he shall not sell or transfer the
Warrants until after the consummation of a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business and
acknowledges that, at the option of EBC, the certificates for such Warrants
shall contain a legend indicating such restriction on transferability.
Very truly yours,
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ACKNOWLEDGED AND AGREED:
EarlyBirdCapital Inc.
By:
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[Independent Broker]
By:
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