REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among Stone Tan China Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
This Warrant Agreement (this “Agreement”) made as of , 2007, by and between Stone Tan China Acquisition Corp., a Delaware corporation with offices at 9191 Towne Center Drive, Suite 410, San Diego, CA 92122 (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”).
UNDERWRITING AGREEMENT between STONE TAN CHINA ACQUISITION CORP. andUnderwriting Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
The undersigned, Stone Tan China Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as “you,” “MJ” or the “Representative”) and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this day of , 2007 among Stone Tan China Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
This Agreement is made as of , 2007 by and between Stone Tan China Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 8th, 2007 • Stone Tan China Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of , 2007 (“Agreement”) by and among Stone Tan China Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
STONE TAN CHINA ACQUISITION CORP.Stone Tan China Acquisition Corp. • May 8th, 2007
This letter will confirm our agreement, that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Stone Tan China Acquisition Corp. (the “Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Registration Statement), Pacific Millennium Investment Corporation (the “Firm”) shall make available to the Company certain technology and administrative and secretarial services, as well as the use of certain limited office space in San Diego, as may be required by the Company from time to time, situated at in 9191 Towne Center Drive, Suite 410, San Diego, California 92122 (or any successor location). In exchange therefor, the Company shall pay to the Firm the sum of $7,500 per month.
