UNDERWRITING AGREEMENT between NEW ASIA PARTNERS CHINA I CORPORATION and LADENBURG THALMANN & CO. INC. and MORGAN JOSEPH & CO. INC. Dated: ____________, 2008Underwriting Agreement • April 22nd, 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 • April 22nd, 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”).
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 • April 22nd, 2008 • New Asia Partners China I Corp • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 22nd, 2008 • New Asia Partners China I Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________________, 2008 (“Agreement”), by and among NEW ASIA PARTNERS CHINA I CORPORATION, a Delaware corporation (“Company”), NEW ASIA PARTNERS LIMITED and CAPITAL TEN PARTNERS, LLC (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 2008 • New Asia Partners China I Corp • Blank checks • New York
This Agreement is made as of ___________, 2008 by and between New Asia Partners China I Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
