UNDERWRITING AGREEMENT between CS CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: [__________] 2008Underwriting Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks • New York
The undersigned, CS China Acquisition Corp., a Cayman Islands limited life exempted company (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EarlyBirdCapital, Inc. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks • New York
WHEREAS, the Company has received a binding commitment from CS Capital USA, LLC (the “Insider”), to purchase an aggregate of 1,660,000 warrants (“Insider Warrants”) pursuant to a Subscription Agreement dated as of November 9, 2007 (the “Subscription Agreement”); and
CS CHINA ACQUISITION CORP. CUSIP G25783 112 WARRANTCS China Acquisition Corp. • February 21st, 2008 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2013 (the “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par value $.0001 per share (“Shares”), of CS China 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 six months after the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination, such number of Shares of the Company at the price of $5.00 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 to deliver any securities pursuant to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________, 2008 by and between CS China Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Subscription AgreementSubscription Agreement • February 21st, 2008 • CS China Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 1,660,000 warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of CS China Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $1,660,000 (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of Units, consisting of one Ordinary Share and one Public Warrant (“IPO”), which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as herein provided, the Insider Warrants shall have the same terms as the Public Warrants.
