UNDERWRITING AGREEMENT between CS CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: [__________] 2008Underwriting Agreement • July 8th, 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 • July 8th, 2008 • CS China Acquisition Corp. • Blank checks • New York
Agreement made as of ________, 2008 between CS China Acquisition Corp., a Cayman Islands exempted company, with offices at 4100 N.E. Second Avenue, Suite 318, Miami, Florida 33137 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
CS CHINA ACQUISITION CORP. CUSIP G25783 112 WARRANTCS China Acquisition Corp. • July 8th, 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 exempted company (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of the Company’s completion of a merger, share capital exchange, asset acquisition or other similar business combination and ________, 2009, 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 s
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 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 • July 8th, 2008 • CS China Acquisition Corp. • Blank checks
Reference is made to the initial public offering (“IPO”) of securities of CS China Acquisition Corp. (the “Corporation”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 8th, 2008 • CS China Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among CS CHINA ACQUISITION CORP., a Cayman Islands corporation (“Company”), CS CAPITAL USA, LLC, BILL HAUS, JAMES PREISSLER, PETER LI, WILLIAM B. HEYN and MICHAEL ZHANG (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
