REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2008, by and among China Fundamental Acquisition Corporation, a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
3,750,000 Units CHINA FUNDAMENTAL ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York Chardan Capital Markets, LLC New York, NY 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
China Fundamental Acquisition Corporation, a Cayman Islands corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (“Chardan” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Chardan is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
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,...China Fundamental Acquisition Corp • April 29th, 2008 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY CHINA FUNDAMENTAL ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2013 [FIVE YEARS FROM EFFECTIVE DATE].
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
This Agreement is made as of , 2008, by and between China Fundamental Acquisition Corporation (the “Company”) whose principal office is located at Room 2301, World-Wide House 19 Des Voeux Road Central, Hong Kong and Continental Stock Transfer & Trust Company, (the “Trustee”) located at 17 Battery Place, New York, New York, U.S.A.
WARRANT AGREEMENTWarrant Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
This Warrant Agreement, dated as of , 2008 (the “Agreement”) by and between China Fundamental Acquisition Corporation., a corporation organized under the laws of the Cayman Islands (the “Company”), with offices at Room 2301, World-Wide House, 19 Des Voeux Road, Central, Hong Kong, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
SECURITIES ESCROW AGREEMENT, dated as of , 2008 (the “Agreement”), by and among CHINA FUNDAMENTAL ACQUISITION CORPORATION, a company organized under the laws of the Cayman Islands (the “Company”), RALCO CAPITAL LIMITED, RISING YEAR GROUP LIMITED, Q.Y. MA, TAN XIAO WEI, OLIVEIRA CAPITAL, LLC, GLOBIS INTERNATIONAL INVESTMENTS LLC, GLOBIS CAPITAL PARTNERS L.P., GLOBIS OVERSEAS FUND LTD. and CHARDAN CAPITAL MARKETS, LLC (collectively, the “Private Investors”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the “Escrow Agent”).
AMENDED AND RESTATED WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 29th, 2008 • China Fundamental Acquisition Corp • New York
THIS AMENDED AND RESTATED WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of April 29, 2008 among China Fundamental Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned (the “Purchasers”).
