REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __th day of _____, 2008, by and among Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and, collectively, the “Investors”).
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,...Chardan 2008 China Acquisition Corp. • August 4th, 2008 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) __________ __, 2008 AND (II) THE CONSUMMATION BY CHARDAN 2008 CHINA ACQUISITION CORP. (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.
6,875,000 Units CHARDAN 2008 CHINA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
Chardan 2008 China Acquisition Corp., a British Virgin Islands company with limited liability (the “Company”), hereby confirms its agreement with Brean Murray, Carret & Co., LLC (“BMC”), Maxim Group LLC and Roth Capital Partners, LLC (collectively, the “Representatives”) and with the other underwriters named on Schedule A hereto, for which the Representatives are acting as representatives and co-managers (the Representatives, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) entered into as of the __th day of _____, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”) located at 17 Battery Place, New York, New York 10004.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and L&P Consulting (“L&P”).
WARRANT AGREEMENTWarrant Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”), entered into as of the __th day of _____, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, 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 • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of _______, 2008 (“Agreement”), by and among CHARDAN 2008 CHINA ACQUISITION CORP., a company organized under the laws of the British Virgin Islands (“Company”), KERRY PROPPER, STEVE URBACH, JONAS GROSSMAN, GEORGE KAUFMAN, TODD GOLD, JIANGNAN HUANG, ROYALE HOLDINGS, DR. RICHARD D. PROPPER, PAULA BEHARRY, DANIEL BEHARRY, LI ZHANG, LI PING HE (AS CUSTODIAN FOR TIFFANY HE), LI GONG, DR. JIANJUN SHI, XIAOSONG ZHONG, CARMAN RAMIREZ, EDWARD CARTER AND IDA CARTER (collectively “Existing Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Chardan Capital, LLC (“Chardan Capital”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Chardan China Investments, LLC (“Chardan China Investments”).
PRIVATE PLACEMENT WARRANT ESCROW AGREEMENTPrivate Placement Warrant Escrow Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANT ESCROW AGREEMENT, dated as of _____, 2008 (this “Agreement”), by and among Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), the private placement warrant holders listed as “Purchasers” on the signature page hereto (collectively, the “Purchasers”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Beijing C&D International Co., Ltd. (“Beijing C&D International”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of July, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Beijing Sinokosen Investment Ltd. (“Beijing Sinokosen”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this __th day of _____, 2008 among Chardan 2008 China Acquisition Corp., a British Virgin Islands business company of limited liability (the “Company”), and the undersigned (each a “Purchaser”, and, collectively, the “Purchasers”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Source Atlantic, Inc. (“Source Atlantic”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of July, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and ShangHai NengHuan Technology Development Ltd. (“ShangHai NengHuan”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Chardan Capital Markets, LLC (“Chardan Capital Markets”).
CHARDAN 2008 CHINA ACQUISITION CORP.Chardan 2008 China Acquisition Corp. • August 4th, 2008 • Blank checks
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • August 4th, 2008 • Chardan 2008 China Acquisition Corp. • Blank checks • New York
This RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is entered into as of the __th day of August, 2008, by and between Chardan 2008 China Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), with offices c/o Chardan Capital, LLC, at Suite 18E, Tower A, Oriental Kenzo Plaza, 48 Dongzhimenwai Street, Beijing, 100027, China, and Beijing United Power Invested Co., Ltd. (“Beijing United Power”).
