UNDERWRITING AGREEMENT between NEW ASIA PARTNERS CHINA I CORPORATION and LADENBURG THALMANN & CO. INC. and MORGAN JOSEPH & CO. INC. Dated: ____________, 2008Underwriting Agreement • March 17th, 2008 • New Asia Partners China I Corp • Blank checks • New York
The undersigned, New Asia Partners China I Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. and Morgan Joseph & Co. Inc. (being collectively referred to herein variously as “you” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which you are acting as Representatives (the Representatives and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 17th, 2008 • New Asia Partners China I Corp • Blank checks • New York
Agreement made as of _____________________, 2008 between New Asia Partners China I Corporation, a Delaware corporation, with offices at 1401-02 China Insurance Building, 166 Lu Jia Zui Dong Lu, Pudong, Shanghai, 200120 China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • March 17th, 2008 • New Asia Partners China I Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY NEW ASIA PARTNERS CHINA I CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, _______________, 2013.
LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 MORGAN JOSEPH & CO. INC. NEW YORK, NEW YORK 10020 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 17th, 2008 • New Asia Partners China I Corp • Blank checks • New York
Private Placement Purchase and Escrow AgreementPrivate Placement Purchase and Escrow Agreement • March 17th, 2008 • New Asia Partners China I Corp • Blank checks
The undersigned hereby subscribes for and agrees to purchase [___________] Warrants (“Insider Warrants”), at $1.00 per Insider Warrant, of New Asia Partners China I Corporation (the “Corporation”) for a purchase price of $[___________] (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities (“IPO”) which is being underwritten by Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Morgan Joseph & Co. Inc. (“Morgan Joseph”). The Insider Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO. Except as set forth herein, the Insider Warrants shall be identical to the warrants included in the units issued in the IPO.
