WARRANT AGREEMENTWarrant Agreement • October 3rd, 2007 • China Holdings Acquisition Corp. • Blank checks • New York
This Warrant Agreement made as of ___________, 2007, is between China Holdings Acquisition Corp., a Delaware corporation, with offices at 33 Riverside Avenue, 5th Floor Westport, CT 06880 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENT dated as of , 2007 among CHINA HOLDINGS ACQUISITION CORP. and THE PERSONS NAMED HEREINRegistration Rights Agreement • October 3rd, 2007 • China Holdings Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of ______, 2007, by and among CHINA HOLDINGS ACQUISITION CORP., a Delaware corporation (the “Company”) and the Persons listed on Schedule I hereto (each, a “Founder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 3rd, 2007 • China Holdings Acquisition Corp. • Blank checks • New York
Pursuant to the Investment Management Trust Agreement between China Holdings Acquisition Corp. (the “Company”) and [ ] dated as of , 2007 (the “Trust Agreement”), this is to advise you that the Trust Account, as defined in the Trust Agreement, has incurred a total of $__________ in taxes (the “Tax Payments”) for the period from ____________ __, 200__ to ________ __, 200__ (the “Tax Period”) as a result of interest and other income earned on the Property, as defined in the Trust Agreement, during the Tax Period.
Form of Letter Agreement for Directors, Officers and Initial Stockholders of China HoldingsChina Holdings Acquisition Corp. • October 3rd, 2007 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement entered into by and between China Holdings Acquisition Corp., a Delaware Corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters, relating to an underwritten initial public offering (the “IPO”) of 10,000,000 of the Company’s units (11,500,000 if the over-allotment is exercised in full) each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Units”). The Units sold in the IPO will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph 14 hereof.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 3rd, 2007 • China Holdings Acquisition Corp. • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _________, 2007 among China Holdings Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchasers”).
