REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned individuals and entities listed under “Holders” on the signature page hereto (the “Holders”).
UNDERWRITING AGREEMENT between CHINA GROWTH ALLIANCE LTD. andUnderwriting Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
The undersigned, China Growth Alliance Ltd., a company formed under the laws of the Cayman Islands (“Company”), hereby confirms its agreement with Jesup & Lamont Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
Annual fee First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check $ [3,000 ]
SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ___ day of ______________, 2008 for the benefit of China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), having its principal place of business at Room 409, 4/F Aetna Tower, 107 Zunyi Road, Shanghai 200051, China, by the persons and entities listed on the signature pages hereto under the heading “Subscriber” (each, a “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of _________, 2008, by and between China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands having its principal place of business at Room 409, 4/F Aetna Tower, 107 Zunyi Road, Shanghai, 200051, China (“Company”) and American Stock Transfer & Trust Company, a New York corporation with offices at 6201-15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks • New York
This SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among China Growth Alliance Ltd., a company formed under the laws of the Cayman Islands (the “Company”), the undersigned parties listed as “Initial Stockholders” on the signature page hereto (each, an “Initial Stockholder”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
LETTER AGREEMENT WITH SPONSORLetter Agreement • June 23rd, 2008 • China Growth Alliance LTD • Blank checks
The undersigned stockholder of China Growth Alliance Ltd. (“Company”), in consideration of Jesup & Lamont Securities Corporation agreeing to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 4 hereof):
