AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT

EXHIBIT 10.5

AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT

          THIS AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of April 29, 2008 among China Fundamental Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned (the “Purchasers”).

WHEREAS, the Company and certain of the Purchasers were party to that certain Warrant Purchase Agreement, dated February 19, 2008 (the “Original Agreement”);

WHEREAS, the parties to the Original Agreement wish to amend and restate the Original Agreement on the terms and conditions set forth herein;       

WHEREAS, the Company has submitted to the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-1 (the “Registration Statement”) in connection with the Company’s initial public offering (the “IPO”) of up to 4,312,500 units (which includes 562,500 units which may be issued to the underwriters if the over-allotment is exercised in full) (the “Units”), each unit consisting of one ordinary share of the Company, $0.001 par value (the “Ordinary Shares”), and (ii) one warrant (the “Warrants”), each warrant to purchase one share of Ordinary Shares; and

          WHEREAS, immediately prior to the consummation of the IPO, the Company desires to sell in a private placement to the Purchasers (the “Placement”) an aggregate of 1,944,444 warrants (the “Placement Warrants”) substantially identical to the Warrants being issued in the IPO pursuant to the terms and conditions hereof and as set forth in the Registration Statement, except that the Placement Warrants to be issued in the Placement shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be non-redeemable so long as the Purchasers (or their transferees) hold such Warrants; and

          WHEREAS, each Purchaser desires to acquire the number of Placement Warrants set forth opposite his, her, or its name on Schedule A hereto; and

          WHEREAS, except as provided herein, the Placement Warrants shall be governed by the Warrant Agreement filed as an exhibit to the Registration Statement; and

          WHEREAS, the Purchasers are entitled to registration rights with respect to the Placement Warrants and the Ordinary Shares underlying the Placement Warrants (the “Underlying Shares”) on the terms set forth in this Agreement;

          NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.       Authorization of the Placement Warrants. The Company has duly authorized the issuance and sale of the Placement Warrants to the Purchasers.

2.       Purchase of Placement Warrants. The Purchasers hereby agree to purchase an aggregate of 1,944,444 Placement Warrants at a purchase price of $0.90 per Placement Warrant, or an aggregate of $1,750,000 (the “Purchase Price”). Such purchases shall be paid for with funds derived directly from such Purchasers in the names and amounts set forth on Schedule A hereto. On the Closing Date, as defined below, upon payment by the Purchasers of the Purchase Price by wire of immediately available funds to the Company, the Company shall deliver a certificate evidencing the Placement Warrants duly registered in the Purchaser’s name to the Purchasers.

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3.       Closing. The closing of the purchase and sale of the Placement Warrants (the “Closing”) will take place at such time and place as the parties may agree (the “Closing Date”), but in no event later than the closing date (the “IPO Closing Date”) of the IPO. On or prior to the IPO Closing Date, the Purchasers shall pay the Purchase Price by wire transfer of funds to the Company’s trust account at the London branch of JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The certificates for the Placement Warrants shall be delivered to the Purchasers promptly after the payment of the Purchase Price.

At least twenty-four (24) hours prior to the effective date of the Registration Statement, the Company or the Purchasers, as applicable, shall deliver the Purchase Price to a bank account designated by the Company. Simultaneously with the consummation of the IPO, the Company shall deposit the Purchase Price into the Trust Account.

4.       Lock-Up Agreement. Prior to the consummation of an Initial Business Combination (as defined in the Registration Statement), the Purchasers shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or enter into any transaction which is designed to or might reasonably be expected to result in the disposition of, directly or indirectly, or file (or participate in the filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) with respect to, any Placement Warrants and the Underlying Shares, or any securities convertible into or exercisable or exchangeable for shares, or warrants or other rights to purchase shares or any such securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Placement Warrants or Underlying Shares or any securities convertible into or exercisable or exchangeable for shares, or warrants or other rights to purchase shares or any such securities, whether any such transaction is to be settled by delivery of shares or such other securities, in cash or otherwise, or publicly announce an intention to effect any such transaction (collectively “Transfer”), provided, however, that the following Transfers shall be allowed, on condition that prior to such Transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee agrees in writing to be bound by the terms of this Agreement: (a) Transfers to an entity’s beneficiaries upon its liquidation, (b) Transfers to relatives and trusts for estate planning purposes, (c) Transfers pursuant to the laws of descent and distribution upon death, (d) Transfers pursuant to a qualified domestic relations order, (e) Transfers to those persons set forth on Schedule A and persons affiliated with them, as well as officers, directors and employees of the Company and persons affiliated with the Company’s founders or (f) Transfers of Units (or any underlying Ordinary Shares or Warrants of such Units) acquired by Chardan Capital Markets, LLC in its capacity as an underwriter for the IPO.

5.       Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company that:

5.1     The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser does not and shall not as of the Closing conflict with or result in a breach of the terms, conditions or provisions of any other agreement, instrument, order, judgment or decree to which the Purchaser is subject.

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5.2    The Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

5.3    The Placement Warrants are being acquired for the Purchaser’s own account, only for investment purposes and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

5.4    The Purchaser has the full right, power and authority to enter into this Agreement and this Agreement is a valid and legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

5.5    The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities or the fairness or suitability of the investment in such securities offered under this Agreement, nor have such authorities passed upon or endorsed the merits of the offering of the securities offered under this Agreement.

6.       Registration Rights. The Purchasers shall have registration rights with respect to the Placement Warrants and the Underlying Shares pursuant to the Registration Rights Agreement, to be entered into in connection with the IPO, by and among the Company and the investors listed on the signature page thereto.

7.       Waiver of Claims Against Trust Account. Each Purchaser hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distributions from the Trust Account with respect to any Ordinary Shares acquired by the Purchaser in connection with the exercise of the Placement Warrants purchased pursuant to this Agreement and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.

8.       Waiver and Indemnification. The Purchasers hereby waive any and all rights to assert any present or future claims, including any right of rescission, against the Company or the underwriters in the IPO with respect to their purchase of the Placement Warrants, and each Purchaser agrees jointly and severally to indemnify and hold the Company and the underwriters in the IPO harmless from all losses, damages or expenses that relate to claims or proceedings brought against the Company or such underwriters by Purchasers of the Placement Warrants.

9.       Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

10.     Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day above first written.

	CHINA FUNDAMENTAL ACQUISITION CORPORATION
	By:	/s/ Xxxx Xx Hao
		Name: Xxxx Xx Hao
		Title: Chief Executive Officer

	PURCHASERS Ralco Capital Limited
	By:	/s/ Xxxx Xx Hao
		Name: Xxxx Xx Hao
		Title: Director

	Rising Year Group Limited
	By:	/s/ Hope Ni
		Name: Hope Ni
		Title: Director

 

 

	Globis International Investments LLC
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Member

	Globis Capital Partners L.P.
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Member

	Globis Overseas Fund Ltd.
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Globis Overseas Fund Ltd.            by Globis Capital Mangement, L.P.            by Globis Capital Advisors, LLC            by Xxxx Xxxxxx, Managing Member

	Xxxxxxxx Capital, LLC
	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: President

	Chardan Capital Markets, LLC
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: CEO

SCHEDULE A

Purchaser	Placement Warrants	Price
Ralco Capital Limited	305,556	$275,000
Rising Year Group Limited	305,556	$275,000
Globis International Investment LLC	277,778	$250,000
Globis Capital Partners L.P.	194,444	$175,000
Globis Overseas Fund Ltd.	83,333	$75,000
Xxxxxxxx Capital, LLC	555,555	$500,000
Chardan Capital Markets, LLC	222,222	$200,000