Subscription Agreement
As
of
July 1, 2008
To
the
Board of Directors of
Gentlemen:
Reference
is made to the initial public offering (“IPO”) of securities of CS China
Acquisition Corp. (the “Corporation”) which is being underwritten by
EarlyBirdCapital, Inc. (“EBC”).
The
undersigned hereby subscribes for and agrees to purchase _____ warrants
(“Initial Insider Warrants”), each to purchase one Ordinary Share, at $0.50 per
Initial Insider Warrant, for a purchase price of $_____ (the “Initial Purchase
Price”). The purchase and issuance of the Initial Insider Warrants shall occur
simultaneously with the consummation of the IPO. 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 Initial Purchase
Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow Agent”), to hold in an
interest bearing account until the Corporation consummates the IPO.
Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit
the Initial 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
addition to the foregoing, the undersigned hereby subscribes for and agrees
to
purchase up to an additional _________ warrants (“Additional Insider Warrants”
and together with the Initial Insider Warrants, the “Insider Warrants”) at $0.50
per Additional Insider Warrant for a purchase price of $________ (“Additional
Purchase Price”). The purchase and issuance of the Additional Insider Warrants
shall occur only in the event that the underwriters’ 45-day over-allotment
option (“Over-Allotment Option”) in the IPO is exercised in full or part. The
total number of Additional Insider Warrants to be purchased hereunder shall
be
in the same proportion as the amount of the Over-Allotment Option that is
exercised. Each purchase of Additional Insider Warrants shall occur
simultaneously with the consummation of any portion of the Over-Allotment
Option. At least 24 hours prior to the effective date of the Registration
Statement, the undersigned shall deliver the Additional Purchase Price to the
Escrow Agent to hold in an interest bearing account until the Corporation
consummates any portion of the Over-Allotment Option. Simultaneously with the
consummation of any portion of the Over-Allotment Option, the Escrow Agent
shall
deposit the purchase price for the Additional Insider Warrants being purchased
in the Trust Fund.
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 warrants being sold in the IPO.
In
the
event that the IPO is not consummated within 14 days of the date the Initial
Purchase Price and Additional Purchase Price is delivered to the Escrow Agent,
the Escrow Agent shall return such funds, plus accrued interest, to the
undersigned. Additionally, to the extent that Over-Allotment Option is not
exercised in full, upon the second business day following the expiration of
the
Over-Allotment Option, the Escrow Agent will return the remaining Additional
Purchase Price for the Additional Insider Warrants not being purchased, plus
any
accrued interest, to the undersigned.
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 shares of Common Stock equal
to
the quotient obtained by dividing (x) the product of the number of shares of
Common Stock 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 Common Stock 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.
The
undersigned acknowledges that there are no conditions on the obligations of
the
undersigned to make the purchases hereunder other than the consummation of
the
IPO and, with respect to the Additional Insider Warrants, the consummation
of
any or all of the Over-Allotment Option. Furthermore, the undersigned has no
right to rescind this Agreement or obtain a refund for the purchase price of
the
Insider Warrants except with respect to the purchase price for Additional
Insider Warrants to the extent the Over-Allotment Option is not exercised in
full. Accordingly, to
the
extent that the undersigned fails to purchase the Insider Warrants that the
undersigned is obligated to purchase, he shall forfeit his rights to any
Ordinary Shares issued to him prior to the IPO and such shares shall be deemed
owned by Asia Select Asset Management Limited (Hong Kong).
EBC
is deemed a third party beneficiary 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 EBC.
Very
truly yours,
___________________
2
AGREED
TO:
By:
__________________________
Name:
Title:
XXXXXXXX
XXXXXX
By:
___________________________
Name:
Title:
EARLYBIRDCAPITAL,
INC.
By:
___________________________
Name:
Title:
3
