REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among China Resources Development Inc., a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
7,500,000 Units China Resources Development Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
WHEREAS, the Company has received binding commitments from its officers to purchase an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) pursuant to Subscription Agreements dated as of ________, 2011 (the “Subscription Agreements”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
This Agreement is made as of ___________, 2011 by and between China Resources Development Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among CHINA RESOURCES DEVELOPMENT INC., a Cayman Islands company (“Company”), SENG LEONG LEE, GLOBAL STRATEGIC PARTNERS LIMITED and ___________ (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one Ordinary Share, at $0.50 per Warrant, of China Resources Development Inc. (the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC. The Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
CHINA RESOURCES DEVELOPMENT INC. c/o SSC Mandarin Investment Group LimitedChina Resources Development Inc. • February 18th, 2011 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of China Resources Development Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation of trust account (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SSC Mandarin Investment Group Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 1402 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. In exchange therefore, the Company shall pay SSC Mandarin Investment Group Limited the sum of US$10,000 per month on the Effective Date and continuing monthly thereafter
GLOBAL STRATEGIC PARTNERS LIMITED 21st Floor, New World Tower 1China Resources Development Inc. • February 18th, 2011 • Blank checks • Hong Kong
This letter will confirm the understanding and agreement between Global Strategic Partners Limited (“GSP”) and China Resources Development Inc. (together with any affiliates and successors, the “Company”) (the “Agreement”), as follows:
