LETTER AGREEMENT WITH SPONSOR
Exhibit
10.14
LETTER
AGREEMENT WITH SPONSOR
June
___, 2008
Room
409, 4/F Aetna Tower
000
Xxxxx Xxxx
Shanghai,
200051, China
Jesup
& Xxxxxx Securities Corporation
000
Xxxxx
Xxxxxx
New
York,
New York 10019
Re:
Initial
Public Offering
Gentlemen:
The
undersigned stockholder of China Growth Alliance Ltd. (“Company”),
in consideration of Jesup
& Xxxxxx Securities Corporation
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 4 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”)
owned by it, including the Insider Shares and any IPO Shares, in accordance
with
the majority of the votes cast by the holders of the IPO Shares.
2.
The
undersigned will escrow its 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. (a) 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 its 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 its 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. 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.
(b) The
undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but
not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending
or
threatened, or any claim whatsoever) to which the Company may become subject
as
a result of any claim by any by creditors,
vendors, service providers and target businesses
that are against the Company and/or the Trust Account, but only to the extent:
(i) such claiming parties have
not
executed a valid and binding waiver of their right to seek payment of amounts
due to them out of the Trust Account
and (ii) necessary to ensure that such loss, liability, claim, damage or expense
does not reduce the amount in the Trust Account, other than amounts attributable
to accrued interest.
4. 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.
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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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FAIR
VALUE CAPITAL LTD.
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By:
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Name: |
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Accepted
and Agreed:
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By:
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Name:
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Title: | ||
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