REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____ day of __________________, 2008, by and among New Asia Partners China Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between NEW ASIA PARTNERS CHINA CORPORATION and MAXIM GROUP LLC Dated: ____________, 2008Underwriting Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks • New York
The undersigned, New Asia Partners China Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which you are 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 • New Asia Partners China CORP • Blank checks • New York
Agreement made as of _____________________, 2008 between New Asia Partners China 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”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________________, 2008 (“Agreement”), by and among NEW ASIA PARTNERS CHINA 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”).
Private Placement Purchase and Escrow AgreementPrivate Placement Purchase and Escrow Agreement • July 8th, 2008 • New Asia Partners China 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 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 Maxim Group LLC (“Maxim”). 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks • New York
This Agreement is made as of ___________, 2008 by and between New Asia Partners China Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
NEW ASIA PARTNERS CHINA CORPORATIONService Agreement • July 8th, 2008 • New Asia Partners China CORP • Blank checks
