REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _____, 2006, by and among China Fortune Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between CHINA FORTUNE ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2006Underwriting Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
The undersigned, China Fortune Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
This Agreement is made as of _____________, 2006 by and between China Fortune Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
Agreement made as of __________, 2006 between China Fortune Acquisition Corp., a Cayman Islands corporation, with offices at Jinmao Tower, 88 Century Boulevard, Suite 4403, Pudong, Shanghai, People’s Republic of China 200121 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. SUITE 1203 NEW YORK, NEW YORK 10016 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 4th, 2006 • China Fortune Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among CHINA FORTUNE ACQUISITION CORP., a Cayman Islands corporation (“Company”), BO YU, YUFENG ZHANG, GANG CHEN, AIDAN STRETCH and JAMES WALSH (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CHINA FORTUNE ACQUISITION CORP.Service Agreement • October 4th, 2006 • China Fortune Acquisition Corp.
SUBSCRIPTION AGREEMENT As of September 26, 2006Subscription Agreement • October 4th, 2006 • China Fortune Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase 250,000 units (“Insider Units”), each consisting of one ordinary share (“Ordinary Shares”) and one warrant (“Warrant(s)”), each to purchase one Ordinary Share, at $8.00 per Insider Unit, of China Fortune Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $2,000,000 (“Purchase Price”). The purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Units will be sold to the undersigned on a private placement basis and not part of the IPO.
CHINA FORTUNEACQUISITION CORP.Warrant Agreement • October 4th, 2006 • China Fortune Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par value $.0001 per share (“Shares”), of China Fortune Acquisition Corp., a Cayman Islands corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $6.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated t
