SUBSCRIPTION AGREEMENT
Date:
_______, 2007
[Address]
Dear
Potential Investor:
This
will
acknowledge that the Undersigned hereby purchases ______ Shares ("Shares")
of
Common Stock, par value $.01 per share, of China Private Equity Acquisition
Corp. a Delaware corporation, ( the "Company"), from the Company for a purchase
price of $.01 per share for an aggregate of $_______.
Representations
and Warranties of the Undersigned.
The
Undersigned hereby represents and warrants as follows:
1.
Non-U.S. Person Status.
Investor is
domiciled and resides outside the United States as of the date hereof. No offer
to enter into this Agreement or purchase any securities of the Company has
been
made by the Company to the Investor at any time while the Investor was in the
United States.
2.
No
Directed Selling Efforts.
Neither Investor, nor any of its affiliates, nor any person acting on its behalf
or any behalf of any such affiliate, has engaged or will engage in any activity
undertaken for the purpose of, or that reasonably could be expected to have
the
effect of, conditioning the markets in the United States for the Securities,
including, but not limited to, effecting any sale or short sale of the
Securities through Investor or any of its affiliates prior to the expiration
of
any restricted period contained in Regulation S, promulgated under the Act
(any
such activity being defined herein as a “Directed Selling Effort”). To the
best knowledge of the Investor, this Agreement and the transactions contemplated
herein are not part of a plan or scheme to evade the registration provisions
of
the Act. Investor agrees that all offers and sales of the Common Stock
from the date hereof and through the expiration of the any restricted period
set
forth in Rule 903 of Regulation S (as the same may be amended from time to
time
hereafter) shall not be made to U.S. Persons (as defined in Regulation S) or
for
the account or benefit of U.S. Persons and shall otherwise be made in compliance
with the provisions of Regulation S and any other applicable provisions of
the
Act. Investor and its representatives have not conducted any
Directed Selling Effort as that term is used and defined in Rule 902 of
Regulation S and will not engage in any such Directed Selling Effort within
the
United States through the expiration of any restricted period set forth in
Rule
903 of Regulation S.
3.
No
General Solicitation.
The Investor has not received any general solicitation or advertising regarding
the offering of the Securities or entering into this Agreement.
4.
Restricted
Securities.
The Investor understands that the Securities it is purchasing are characterized
as “restricted securities” under the federal securities laws inasmuch as they
are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities
may
be resold without registration under the Act only in certain limited
circumstances. In this connection, the Investor represents that it is
familiar with Rule 144 under the Act, as presently in effect, and understands
the resale limitations imposed thereby and by the Act. The Investor
understands that the Securities have not been and will not be registered under
the Act and have not been and will not be registered or qualified in any state
in which they are offered, and thus the Investor will not be able to resell
or
otherwise transfer its Securities unless they are registered under the Act
and
registered or qualified under applicable state securities laws, or an exemption
from such registration or qualification is available.
5.
Due
Diligence.
The
investor has conducted its own due diligence and acknowledges that the investor
is making an investment in a company that may be worthless.
6.
Legends.
It is
understood that the certificates evidencing the Securities may bear one or
all
of the following legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO
THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED
THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE
PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE
SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES
LAW.”
2
SIGNATURES
No.
of
Shares Purchased: ___________ Aggregate Purchase Price:
$____________
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Name:
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First
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Middle
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Last
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Address:______________________________________
Street
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City
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State
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Zip
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Social
Security or Tax Identification Number:
_____________________________
Date:
________________________
Signature:_______________________________________________
Accepted:
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By:
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Date:
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Xxxxx
Xxxx, President
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