LETTER AGREEMENT WITH DONGBING MA
Exhibit
10.6
LETTER
AGREEMENT WITH DONGBING MA
[____________],
2008
Room
409,
4/F Aetna Tower
000
Xxxxx
Xxxx
Shanghai,
200051, China
Xxxxxx,
Xxxxx Xxxxx, Incorporated
000
Xxxxx
Xxxxxx
Baltimore,
Maryland 21202
Re:
Initial
Public Offering
Gentlemen:
The
undersigned officer, director and/or shareholder of China Growth Alliance Ltd.
(“Company”),
in
consideration of Xxxxxx, Xxxxx Xxxxx, Incorporated (“FBW”)
agreeing to underwrite an initial public offering of the securities of the
Company (“IPO”)
and
embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 11 hereof):
1. If
the
Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Ordinary Shares of the Company (“Ordinary
Shares”),
including the Insider Shares and IPO Shares, owned by him in accordance with
the
majority of the votes cast by the holders of the IPO Shares.
2.
The
undersigned will escrow his Insider Shares until the earlier of: (i) one year
after the Company’s consummation of a Business Combination, (ii) three years
from the effective date of the Company’s prospectus (“Prospectus”),
or
(iii) the consummation of a liquidation, share reconstruction and amalgamation,
stock exchange or other similar transaction which results in all of the
Company’s shareholders having the right to exchange their Ordinary Shares for
cash, securities or other property subsequent to the Company’s consummating a
Business Combination with a target acquisition, at which time such Insider
Shares will be released from escrow, unless the Company were to engage in a
transaction after the consummation of its initial Business Combination that
results in all of the shareholders of the combined entity having the right
to
exchange their ordinary shares for cash, securities or other property; but
in
each case subject to the terms of a Securities Escrow Agreement which the
Company will enter into with the undersigned and an escrow agent acceptable
to
the Company.
3. In
the
event that the Company fails to consummate a Business Combination within
24 months from the effective date (“Effective
Date”)
of the
registration statement relating to the IPO (the “Termination
Date”),
the
undersigned will take all reasonable actions within his power as soon as
reasonably practicable following the Termination Date to cause the Company
to
distribute to all of the public shareholders, in the manner and subject to
the
deductions set forth in the Prospectus. The undersigned hereby waives any and
all right, title, interest or claim of any kind (“Claim”)
in or
to any distribution of the Company’s trust account described in the Prospectus
(the “Trust
Account”)
with
respect to his Insider Shares and 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, except for valid claims for indemnification and expense
reimbursement. Notwithstanding the foregoing, the undersigned may receive
distributions from the Trust Account in respect of its IPO Shares and/or any
Ordinary Shares acquired in the aftermarket.
4.
In
order
to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, but taking into account, in each case, any pre-existing
fiduciary obligations the undersigned might have, which fiduciary obligations
are disclosed to the Company’s board of directors prior to the Effective Date or
which are disclosed in the Prospectus,
together with new
fiduciary obligations related to or affiliated with entities to whom the
undersigned has pre-existing fiduciary obligations, including, but not limited
to, fiduciary obligations to next generation, follow-on or successor entities
to
any entities to which the undersigned has pre-existing obligations.
5. Other
than as set forth in this letter agreement, the undersigned acknowledges and
agrees that the Company will not consummate any Business Combination which
involves a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking firm
reasonably acceptable to FBW that the business combination is fair to the
Company’s stockholders from a financial perspective.
6. Neither
the undersigned, any member of the family of the undersigned, or any affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of
the
undersigned or any affiliate of the undersigned originates a Business
Combination.
7. The
undersigned agrees to be Vice-Chairman and President and a director of
the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical
information furnished to the Company and FBW and attached hereto as Exhibit A
is true
and accurate in all respects, does not omit any material information with
respect to the undersigned’s background. The undersigned represents and warrants
that:
(a)
he
is not
subject to or a respondent in any legal action for, any injunction
cease-and-desist order or order or stipulation to desist or refrain from any
act
or practice relating to the offering of securities in any
jurisdiction;
(b)
he
has
never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and
he is not currently a defendant in any such criminal proceeding;
and
(c)
he
has
never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.
8. The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as Vice-Chairman
and President and a director of the Company.
9. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
of the undersigned will be entitled to receive and will not accept any
compensation for services rendered to the Company prior to the consummation
of
the Business Combination; provided that: (i) commencing on the Effective Date,
Shanghai Fair Value Investment Company Limited (“Related
Party”),
shall
be allowed to charge the Company $7,500 per month for office services in the
manner set forth in the Prospectus, and (ii) Related Party and the undersigned
shall each be entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.
10.
The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to FBW and its legal representatives or agents
(including any investigative search firm retained by FBW) any information they
may have about the undersigned’s background and finances (“Information”),
purely for the purposes of the Company’s IPO (and shall thereafter hold such
information confidential). Neither FBW nor its agents shall be violating the
undersigned’s right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any
damage whatsoever in that connection.
11. As
used
herein, (i) a “Business
Combination”
shall
mean an acquisition by share reconstruction and amalgamation, capital stock
exchange, asset or stock acquisition, reorganization or otherwise, of an
operating business selected by the Company; (ii) “Insiders”
shall
mean all officers, directors and stockholders of the Company immediately prior
to the IPO; (iii) “Insider
Shares”
shall
mean all of the Ordinary Shares and warrants to purchase Ordinary Shares of
the
Company owned by an Insider prior to the IPO; and (iv) “IPO
Shares”
shall
mean the Ordinary Shares of the Company issued in the Company’s
IPO.
[Remainder
of page intentionally left blank]
If
the
foregoing terms and conditions are acceptable to you, kindly indicate your
acceptance below, whereupon this letter shall be a binding legal agreement
among
us.
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Name:
Xxxxxxxx Xx
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ACCEPTED
AND AGREED:
EXHIBIT
A
BIOGRAPHICAL
INFORMATION
