REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • 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 • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • 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 Suite 1A, 11th Floor, Tower 1, China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong (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. and MORGAN JOSEPH & CO. INC. Dated: October , 2007Underwriting Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • New York
The undersigned, Stone Tan China Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
STONE TAN CHINA ACQUISITION CORP. SELECTED DEALER AGREEMENTSelected Dealer Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • New York
Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 25,000,000 units (the “Units”)(1) of Stone Tan China Acquisition Corp., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves such signatory as a Selected Dealer in connection with the Offering.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • 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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • New York
SECURITIES 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • 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”).
STONE TAN CHINA ACQUISITION CORP.Stone Tan China Acquisition Corp. • October 5th, 2007 • Blank checks
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 Suite 1A, 11th Floor, Tower 1, China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong (or any successor location). In exchange therefor, the Company shall pay to the Firm the sum of $7,500 per month.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2007 • Stone Tan China Acquisition Corp. • Blank checks • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”) made as of this day of October, 2007 by and among Stone Tan China Acquisition Corp. (the “Company”), Morgan Joseph & Co. Inc. (“Morgan Joseph”) and the undersigned (collectively, the “Purchasers”).
