Contract
Exhibit
10.2
Exhibit
A to Stock Purchase Agreement
THE
SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES
LAWS. THESE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS
OF THIS WARRANT CERTIFICATE, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER
DISPOSITION OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL
SUCH PROVISIONS SHALL HAVE BEEN COMPLIED WITH.
Date of
Issuance: ________________
______________Ordinary
Shares Purchase Warrants
(Void
after ________)
[CS China
Acquisition Corp.], a Cayman Islands corporation (the “Company”), for value
received, hereby certifies and agrees that _______________________ or its
registered assigns (the “Registered Holder”), is entitled to receive, subject to
the terms set forth below, to purchase from the Company, at any time or from
time to time on or after the date hereof but in no event after [insert date that
is 5 years from Date of Issuance stated above] at not later than 5:00 p.m. New
York time (such date and time, the “Expiration Time”), upon exercise of each
Warrant represented hereby, one (1) duly authorized, validly issued, fully paid
and nonassessable ordinary share of the Company, $.0001 par value per share (the
“Ordinary Shares”) at an exercise price equal to Six Dollars and Ten Cents
($6.10), subject to adjustment in certain cases as described herein. The shares
purchasable upon exercise of the Warrants represented by this Warrant
Certificate, and the purchase price per share, are hereinafter referred to as
the “Warrant Shares” and the “Exercise Price,” respectively. The term
“Warrants” as used herein shall include the Warrants represented by this Warrant
Certificate and any other warrants delivered in substitution or exchange
therefor, as provided herein. Notwithstanding the foregoing, the
Warrants may not be exercised unless the net income of the Company for its last
completed fiscal year prior to the date of exercise is at least Thirty Million
Dollars ($30,000,000), as determined in accordance with United States generally
accepted accounting principles from the financial statements of the Company for
such fiscal year included in the Company’s Annual Report on Form 20-F for such
fiscal year (the “Exercise Condition”). A Warrant may be exercised
prior to the date that such Annual Report is filed in anticipation of the
Exercise Condition being satisfied, in which event, if the Exercise Condition is
satisfied, the Warrant Shares issuable upon such exercise shall be issued as
soon as practicable after such filing or, if the Exercise Condition is not
satisfied, such exercise shall be null, void and of no effect and any payment in
respect of the Exercise Price made by the Registered Holder shall be returned by
the Company.
The
Warrants are the “Consideration Warrants” that have been issued pursuant to that
certain Stock Purchase Agreement dated September __, 2009, among the Company,
Asia Gaming & Resort, Ltd. and Spring Fortune Ltd (the “Purchase
Agreement”).
1 If corporate name is to be changed at closing, use new name.
1. Exercise.
1.1
Condition to
Exercise. If, at the time of issuance of the Warrants
represented by this Warrant Certificate, the Registered Holder is an employee of
the Company or its subsidiaries, the Warrants may not be exercised unless, at
the time of exercise, the Registered Holder continues to be an employee of the
Company or its subsidiaries. The foregoing condition shall not apply
to a Registered Holder who is an advisor, but not an employee, of the Company or
its subsidiaries at the time of issuance of the Warrants. In the
event of the death of a Registered Holder who is an employee of the Company or
its subsidiaries, the Warrants may be exercised by the estate of the deceased
Registered Holder no later than six (6) months after an executor or other
representative has been appointed with respect to such estate, but in no event
later than the Exercise Time, in which event such representative shall submit to
the Company, together with a Notice of Exercise in the form of Annex A hereto (the
“Notice of Exercise”) in accordance with Section 1.2.1, evidence of such
appointment and the date thereof reasonably satisfactory to the
Company. Notwithstanding the foregoing, the Warrants may not be
exercised unless all of the conditions required for exercise pursuant to this
Warrant Certificate have been satisfied.
1.2 Method of
Exercise.
1.2.1 The
Warrants may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant Certificate, with a Notice of Exercise duly executed
by such Registered Holder or by such Registered Holder’s duly authorized
attorney, at the principal office of the Company set forth in Section 12 hereof,
or at such other office or agency as the Company may designate in writing
pursuant to Section 12 hereof (the “Company’s Office”), accompanied by payment
in full with good, cleared funds, in lawful money of the United States, of the
Exercise Price payable in respect of the number of Warrant Shares purchased upon
such exercise.
1.2.2 Each
exercise of Warrants shall be deemed to have been effected immediately prior to
the close of business on the day on which the Notice of Exercise shall be dated
and directed to the Company (as evidenced by the applicable postmark or other
evidence of transmittal) as provided in Section 1.2.1 hereof. At such time, the
person or persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such
certificates.
1.2.3 Subject
to the provisions of the opening paragraph of this Warrant Certificate, as soon
as practicable after the exercise of the Warrants, in full or in part, and in
any event within ten (10) days thereafter, the Company, at its expense, will
cause to be issued in the name of, and delivered to, the Registered Holder, or
as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct:
(a) a
certificate or certificates for the number of full Warrant Shares to which such
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and
(b) in
case such exercise is in part only, a new certificate or certificates (dated the
date hereof) of like tenor, representing in the aggregate on the face or faces
thereof such number of Warrants as equal (without giving effect to any
adjustment therein) the number of Warrants set forth on the face of this
Certificate minus the number of Warrants (i) exercised in accordance with this
Section 1.2.
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2. Shares to be Fully Paid;
Reservation of Shares. The Company covenants that all Ordinary Shares
which may be issued upon the exercise of the rights represented by this Warrant
Certificate will, upon issuance by the Company, be duly and validly issued,
fully paid and nonassessable, and free from preemptive rights and free from all
taxes, liens, duties and charges with respect thereto and, in addition, the
Company covenants that it will from time to time take all such action as may be
requisite to assure that the par value per share of the Ordinary Shares is at
all times equal to or less than the effective Exercise Price. The
Company further covenants that, from and after the date hereof and during the
period within which the rights represented by this Warrant Certificate may be
exercised, the Company will at all times have authorized and reserved, free from
preemptive rights, out of its authorized but unissued Ordinary Shares, solely
for the purpose of effecting the exercise of the Warrants, a sufficient number
of Ordinary Shares to provide for the exercise of the rights represented by this
Warrant Certificate. If at any time the number of authorized but
unissued Ordinary Shares shall not be sufficient to affect the exercise of the
Warrants, the Company shall take any and all corporate action as is necessary to
increase it’s authorized but unissued Ordinary Shares to such number of shares
as shall be sufficient for such purpose. The Company will take all
such action within its control as may be necessary on its part to assure that
all such Ordinary Shares may be so issued without violation of any applicable
law or regulation, or of any requirements of any national securities exchange
upon which the Ordinary Shares of the Company may be listed.
3. Fractional Shares.
The Company shall not be required upon the exercise of the Warrants to issue any
fractional shares, but shall make an adjustment therefor in cash on the basis of
the Market Value for each fractional share of an Ordinary Share which would be
issuable upon exercise of the Warrants.
4. Requirements for
Transfer.
4.1 Warrant Register. The
Company will maintain a register (the “Warrant Register”) containing the names
and addresses of the Registered Holder or Registered Holders. Any Registered
Holder of the Warrants or any portion thereof may change its address as shown on
the Warrant Register by written notice to the Company requesting such change,
and the Company shall promptly make such change. Until any of the Warrants are
transferred on the Warrant Register of the Company, the Company may treat the
Registered Holder as shown on the Warrant Register as the absolute owner of such
Warrants for all purposes, notwithstanding any notice to the contrary, provided,
however, that if and when any such Warrants are properly assigned in blank, the
Company may, but shall not be obligated to, treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
4.2 Warrant
Agent. Effective as of the Listing Date, the Company will
appoint Continental Stock Transfer & Trust Company or similar entity, as
agent (“Warrant Agent”) for the purpose of maintaining the Warrant Register
referred to in Section 4.1 hereof, issuing the Ordinary Shares issuable upon the
exercise of the Warrants, exchanging the Warrants, replacing the Warrants or any
or all of the foregoing. Thereafter, any such registration, issuance, exchange,
or replacement, as the case may be, may be made at the office of such
agent.
4.3 Transfer. Except with
the consent of the Committee (as defined in the Purchase Agreement), the
Warrants and all rights hereunder are not transferable, in whole or in
part. If consent of the Committee is granted, subject to the terms
and conditions of this Section 4, the Warrants and the rights thereunder may be
transferred at the principal office of the Company upon the surrender of this
Warrant Certificate with a properly executed Assignment Form in substantially
the form attached hereto as Annex B (the
“Assignment”) accompanied by an opinion of counsel reasonably satisfactory to
the Company that such transfer is in compliance with all federal and state
securities laws or that an exemption from such laws is available and applies to
such transfer. Notwithstanding the foregoing, Warrants held by a
deceased employee of the Company or its subsidiaries may be transferred to such
deceased employee’s estate without the consent of the Committee, but only for
the purpose of exercising such Warrants within the time period specified in
Section 1.1.
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4.4 Exchange of Warrants upon a
Transfer.
4.4.1 On
surrender of this Warrant Certificate for exchange, properly endorsed on the
Assignment and subject to the provisions of this Warrant Certificate and
limitations on assignments and transfers as contained in this Section 4, the
Company at its expense shall issue to or on the order of the Registered Holder a
new certificate or certificates of like tenor, in the name of the Registered
Holder or as the Registered Holder (on payment by the Registered Holder of any
applicable transfer taxes) may direct, for the number of shares issuable upon
exercise hereof.
5.
Adjustments of Exercise
Price and Number of Securities. The Exercise Price and/or the
Warrant Shares shall be subject to adjustment from time to time in accordance
with this Section 5. The Exercise Price and/or the Warrant Shares
shall be adjusted to reflect all of the following events that occur on or after
the date hereof.
5.1 Subdivision, Stock Dividends
or Combinations. In case the Company shall at any time
subdivide the outstanding Ordinary Shares or shall issue a stock dividend with
respect to the Ordinary Shares, the Exercise Price in effect immediately prior
to such subdivision or the issuance of such dividend shall be proportionately
decreased, and the number of Warrant Shares for which this Warrant Certificate
may be exercised immediately prior to such subdivision or the issuance of such
dividend shall be proportionately increased. In case the
Company shall at any time combine the outstanding Ordinary Shares, the Exercise
Price in effect immediately prior to such combination shall be proportionately
increased, and the number of Warrant Shares for which the Warrants represented
by this Warrant Certificate may be exercised immediately prior to such
combination shall be proportionately decreased. In each of the
foregoing cases, the adjustment shall be effective at the close of business on
the date of such subdivision, dividend or combination, as the case may
be.
5.2 Reclassification, Exchange
or Substitution. Upon any reclassification, exchange,
substitution or other event that results in a change of the number and/or class
of the securities issuable upon exercise or conversion of the Warrants
represented by this Warrant Certificate, the Registered Holder shall be entitled
to receive, upon exercise of the Warrants represented by this Warrant
Certificate, the number and kind of securities that Registered Holder would have
received if the Warrants represented by this Warrant Certificate had been
exercised immediately before the record date for such reclassification,
exchange, substitution, or other event. The Company or its successor
shall promptly issue to Registered Holder a new warrant for such new
securities. The new warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
Section 5 including, without limitation, adjustments to the Exercise Price and
to the number of securities issuable upon exercise or conversion of the new
warrant. The provisions of this Section 5.2shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.
5.3 Reorganization, Merger
etc. In case of any merger or consolidation of the Company into or with
another corporation where the Company is not the surviving corporation, or sale,
transfer or lease (but not including a transfer or lease by pledge or mortgage
to a bona fide lender) of all or substantially all of the assets of the Company,
the Company, or such successor or purchasing corporation, as the case may be,
shall, as a condition to closing any such reorganization, merger or sale, duly
execute and deliver to the Registered Holder hereof a new warrant so that the
Registered Holder shall have the right to receive, at a total purchase price not
to exceed that payable upon the exercise or conversion of the unexercised
portion of this Warrant, and in lieu of the Warrant Shares theretofore issuable
upon exercise or conversion of this Warrant Certificate, the kind and amount of
shares of stock, other securities, money and property that would have been
receivable upon such reorganization, merger or sale by the Registered Holder
with respect to the Warrant Shares if the Warrants represented by this Warrant
Certificate had been exercised immediately before the consummation of such
transaction. Such new warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 5. The provisions of this Section 5.3 shall
similarly apply to successive transactions of the type described in this Section
5.3.
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5.4
Certificate of
Adjustment. In each case of an adjustment or readjustment of
the Exercise Price, the Company, at its own expense, shall compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to the Registered
Holder. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based. No adjustment of the Exercise Price shall be
required to be made unless it would result in an increase or decrease of at
least one cent, but any adjustments not made because of this sentence shall be
carried forward and taken into account in any subsequent adjustment otherwise
required hereunder.
5.5 No
Impairment. The Company shall not, by amendment of its
memorandum of association, articles of association or other organizational
documents, or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant Certificate by the Company, but shall
at all times in good faith assist in carrying out all of the provisions of this
Section 5 and in taking all such action as may be necessary or appropriate to
protect the Registered Holder’s rights under this Section 5 against
impairment.
5.6 Fractional
Shares. No fractional shares shall be issuable upon exercise
or conversion of the Warrants represented by this Warrant Certificate and the
number of shares to be issued shall be rounded down to the nearest whole
share. If a fractional share interest arises upon any exercise or
conversion of the Warrants represented by this Warrant Certificate, the Company
shall eliminate such fractional share interest by paying the Registered Holder
an amount computed by multiplying the fractional interest by the fair market
value of a full share or rounding up to the next whole share, as it determines
in its sole discretion.
6. Warrant Shares
Restriction. No Warrant Shares may be sold, hypothecated or
otherwise sold by the Registered Holder prior to [one year after the Closing
Date under the Purchase Agreement2]. The
certificates representing the Warrant Shares shall bear a prominent legend to
such effect.
7. Redemption.
7.1 Redemption. Subject
to Section 7.4 hereof, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time prior to their expiration,
at the office of the Warrant Agent, upon the notice referred to in Section 7.2,
at the price of $.01 per Warrant (“Redemption Price”), provided that the last
sales price of the Ordinary Shares has been at least $9.50 per share (subject to
adjustment in accordance with Section 5 hereof), on any twenty (20) trading days
within any thirty (30) trading day period ending on the third business day prior
to the date on which notice of redemption is given.
7.2 Date Fixed for, and Notice
of, Redemption. In the event the Company shall elect to redeem all of the
Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the Redemption Date to
the registered holders of the Warrants to be redeemed at their last addresses as
they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Registered Holder received such notice.
2 This
date will be inserted when known.
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7.3 Exercise After Notice of
Redemption. The Warrants may be exercised, for cash at any time after
notice of redemption shall have been given by the Company pursuant to Section
7.2 hereof and prior to the Redemption Date, regardless of whether or not the
Exercise Condition has been satisfied. On and after the Redemption Date, the
Registered Holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.
8.
Payment of
Taxes. The Company will pay all taxes (other than taxes based
upon income or other taxes required by law to be paid by the holder) and other
governmental charges that may be imposed with respect to the issue or delivery
of Ordinary Shares upon exercise of the Warrants, excluding any tax or other
charge imposed in connection with any transfer involved in the issue and
delivery of Ordinary Shares in a name other than that in which the Warrants so
exercised were registered.
9.
No Impairment. The
Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, recapitalization, sale or transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant Certificate but will at all times in good faith carry out all such terms
and take all such actions as may be reasonably necessary or appropriate in order
to protect the rights herein of the holder of the Warrants against dilution or
other impairment.
10. Notices of Record Date,
Etc. In case the Company shall take a record of the holders of
its Ordinary Shares (or other stock or securities at the time deliverable upon
the exercise of the Warrants) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right; or of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of the Warrants a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Ordinary Shares (or such other stock or securities at
the time deliverable upon the exercise of the Warrants) shall be entitled to
exchange their Ordinary Shares (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. The Company will cause such notice to be mailed at least
twenty (20) business days prior to the record date or effective date for the
event specified in such notice unless such prior notice is waived by the
Registered Holder.
11. No Rights of
Stockholders. Subject to other Sections of this Warrant
Certificate, the Registered Holder shall not be entitled to vote, to receive
dividends or subscription rights, nor shall anything contained herein be
construed to confer upon the Registered Holder, as such, any of the rights of a
stockholder of the Company, including without limitation any right to vote for
the election of directors or upon any matter submitted to stockholders, to give
or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value or change of
stock to no par value, consolidation, merger, conveyance, or otherwise), to
receive notices, or otherwise, until the Warrants shall have been exercised as
provided herein.
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12. Replacement of Warrant
Certificate. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant
Certificate and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement reasonably satisfactory to the Company, or (in the case of
mutilation) upon surrender and cancellation of this Warrant Certificate, the
Company will issue, in lieu thereof, a new warrant certificate of like
tenor.
13. Mailing of Notices,
Etc.
(a) All
notices, requests, consents, and other communications in connection with these
Warrants shall be in writing and shall be deemed delivered (i) three (3)
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) one (1) business day after being sent via a
reputable overnight courier service guaranteeing next business day delivery in
the Holder’s country or region, or (iii) on actual receipt if delivered by
telecopier, in each case delivery shall be made to the intended recipient as set
forth below:
If to the
Company:
[Name,
Address, Attention, Fax No.]
With a
copy to:
Xxxxxxxx
Xxxxxx
The
Chrysler Building
000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
Telecopier
No.: (000) 000-0000
Attention:
Xxxxx Xxxx Xxxxxx, Esq.
If to the
Registered Holder:
To the
address set forth in the Warrant Register as described in Section 4
hereof.
(b) All
notices and other communications from the Company to the Registered Holder of
the Warrants shall be (x) mailed by first-class certified or registered mail,
postage prepaid, and (y) sent by telecopier delivery, to the address and
telecopier number furnished to the Company in writing by the last Registered
Holder of these Warrants who shall have furnished an address to the Company in
writing. All notices and other communications from the Registered Holder of the
Warrants or in connection herewith to the Company shall be mailed by first-class
certified or registered mail, postage prepaid, to the Company’s office set forth
above. If the Company should at any time change the location of its principal
office to a place other than as set forth below, then it shall give prompt
written notice to the Registered Holder of the Warrants and thereafter all
references in the Warrants to the location of its principal office at the
particular time shall be as so specified in such notice.
14. Currency. All
monetary amounts set forth in this Warrant Certificate are referenced in United
States dollars.
15. Change or Waiver. Any
term of this Warrant Certificate may be changed or waived only by an instrument
in writing signed by the party against which enforcement of the change or waiver
is sought.
16. Headings. The
headings in this Warrant Certificate are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Warrant
Certificate.
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17. Severability. If
any provision of this Warrant Certificate shall be held to be invalid and
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Warrant Certificate.
18. Governing Law and Submission
to Jurisdiction. This Warrant Certificate will be governed by and
construed in accordance with the law of the State of New York without regard to
principles of conflict or choice of laws of any jurisdiction, except to the
extent that the law of the Cayman Islands is mandatorily
applicable. The parties hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to this Warrant
Certificate shall be brought and enforced in the courts of the State of New
York, and irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive.
19. Certificate. Upon
request by the Registered Holder of the Warrants, the Company shall promptly
deliver to such holder a certificate executed by its President or Chief
Financial Officer setting forth the total number of outstanding shares of
capital stock, convertible debt instruments and options, rights, warrants or
other agreements relating to the purchase of such capital stock or convertible
debt instruments, together with its calculation of the number of shares
remaining available for issuance upon exercise of the Warrants, and a
certificate of the accuracy of the statements set forth therein.
20. Supplements and
Amendments. The Company may from time to time supplement or
amend this Warrant Certificate in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any provision herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and the Registered Holder may
deem necessary or desirable.
21. Successors. All
the covenants and provisions of this Warrant Certificate shall be binding upon
and inure to the benefit of the Company and the Registered Holder and their
respective successors and assigns hereunder.
22. Benefits of these
Warrants. Nothing in this Warrant Certificate shall be
construed to give to any person, entity or corporation other than the Company
and the Registered Holder of the Warrants any legal or equitable right, remedy
or claim under this Warrant Certificate; and the rights under this Warrant
Certificate shall be for the sole and exclusive benefit of the Company and the
Registered Holder of the Warrants.
IN
WITNESS WHEREOF, [CS CHINA ACQUISITION CORP.] has caused this Warrant
Certificate to be signed by its duly authorized officers under its corporate
seal and to be dated on the day and year first written above.
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By:_________________________________
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Name:
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Title:
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8
ANNEX
A
NOTICE OF EXERCISE
FORM
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To:
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Dated:
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In
accordance with the Warrant Certificate enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _____________
Ordinary Shares, $.0001 par value per share, of [CS China Acquisition Corp.]
(“Company”) and encloses herewith $________ in cash, certified or official bank
check or checks or other immediately available funds, which sum represents the
aggregate Exercise Price (as defined in the Warrant Certificate) for the number
of Ordinary Shares to which this Form of Election to Purchase relates, together
with any applicable taxes payable by the undersigned pursuant to the Warrant
Certificate.
The
undersigned hereby represents, warrants to, and agrees with, the Company
that:
(i) The
undersigned is acquiring the Warrant Shares for its own account and not with a
view towards the distribution thereof;
(ii) The
undersigned has received a copy of all reports and documents required to be
filed by the Company with the Commission pursuant to the Securities Exchange Act
of 1934, as amended, within the last 12 months and all reports issued by the
Company to its stockholders;
(iii) The
undersigned understands that it must bear the economic risk of the investment in
the Warrant Shares, which cannot be sold unless they are registered under the
Securities Act of 1933 (the “1933 Act”) or an exemption therefrom is available
thereunder;
(iv) The
undersigned is aware that the Company shall place stop transfer orders with its
transfer agent against the transfer of the Warrant Shares in the absence of
registration under the 1933 Act or an exemption therefrom as provided
herein;
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Signature:_______________________
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Address:________________________
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9
ANNEX
B
ASSIGNMENT
FORM
FOR VALUE
RECEIVED, _________________________________ hereby sells, assigns and transfers
all of the rights of the undersigned under the attached Warrant Certificate with
respect to the number of Ordinary Shares covered thereby set forth below,
unto:
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Name of Assignee
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Address
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No. of Shares
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Dated:
________________________________
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Signature:
_____________________________
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Dated:
________________________________
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Witness:
______________________________
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