0001144204-11-020353 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2011 • China Growth Equity Investment LTD

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2011, is made and entered into by and among China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “ Company ”), Chum Capital Limited, Xuechu He and Teng Zhou (collectively, the “ Sponsor ” or the “Founder ”), the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, the Founder and the Sponsor, a “ Holder ” and collectively the “ Holders ”).

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WARRANT AGREEMENT CHINA GROWTH EQUITY INVESTMENT LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2011
Warrant Agreement • April 6th, 2011 • China Growth Equity Investment LTD • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 201, is by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “ Company ”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “ Warrant Agent ”).

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FORM OF INDEMNIFICATION AGREEMENT by and between CHINA GROWTH EQUITY INVESTMENT LTD. and as Indemnitee
Indemnification Agreement • April 6th, 2011 • China Growth Equity Investment LTD

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between China Growth Equity Investment Ltd., an limited life exempted company incorporated under the laws of the Cayman Islands (the “ Company ”) and __________________ (“ Indemnitee ”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 6th, 2011 • China Growth Equity Investment LTD • New York

This Agreement is made effective as of , 2011 by and between China Growth Equity Investment Ltd. (the “ Company ”) and American Stock Transfer & Trust Company (the “ Trustee ”).

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SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • April 6th, 2011 • China Growth Equity Investment LTD • New York

SECURITIES ESCROW AGREEMENT, dated as of __________, 2011 (“Agreement”) by and among China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company organized as a blank check company (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 6th, 2011 • China Growth Equity Investment LTD

This Securities Purchase Agreement (this “Agreement”), effective as of [___________], 2011, is made and entered into by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Company”), and [___________], a [___________] (“Buyer”).

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China Growth Equity Investment Ltd. A12 Jianguomenwai Avenue NCI Tower, Suite 1602 Beijing, PRC 100022 Deutsche Bank Securities Inc. Los Angeles, California 90071
Underwriting Agreement • April 6th, 2011 • China Growth Equity Investment LTD • New York

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) entered into by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “ Company ”) and Deutsche Bank Securities, as representative of the several underwriters (the “ Underwriters ”), relating to an underwritten initial public offering (the “ Offering ”), of 6,000,000 of the Company’s units (the “ Units ”), each comprised of one share of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “ Warrant ”). The Units sold in the Offering shall be quoted and traded on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “ Prospectus ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”). Certain capitalized terms used herein are defined in paragra

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CHINA GROWTH EQUITY INVESTMENT LTD.
Administrative Services Agreement • April 6th, 2011 • China Growth Equity Investment LTD

This letter will confirm our agreement that, commencing on the date the securities of China Growth Equity Investment Ltd. (the “ Company ”) are first quoted on the Nasdaq Capital Market (the “ Quoting Date ”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “ Registration Statement ”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “ Termination Date ”), Chum Capital Group Limited shall make available to the Company, at A12 Jianguomenwai Avenue, NCI Tower, Suite 1602, Beijing, PRC 100022 (or any successor location of Chum Capital Group Limited), certain office space, utilities, secretarial and general and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Chum Capit

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FORM OF SPONSOR WARRANT PURCHASE AGREEMENT
Sponsor Warrant Purchase Agreement • April 6th, 2011 • China Growth Equity Investment LTD • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [________], 2011 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between [________], a [________] (the “ Sponsor ”) and China Growth Equity Investment Ltd.. (the “ Company ”).

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China Growth Equity Investment Ltd. A12 Jianguomenwai Avenue NCI Tower, Suite 1602 Beijing, PRC 100022 Deutsche Bank Securities Inc.
Underwriting Agreement • April 6th, 2011 • China Growth Equity Investment LTD

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) entered into by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “ Company ”) and Deutsche Bank Securities, as representative of the several underwriters (the “ Underwriters ”), relating to an underwritten initial public offering (the “ Offering ”), of 6,000,000 of the Company’s units (the “ Units ”), each comprised of one share of the Company’s ordinary shares, par value $0.001 per share (the “ Ordinary Shares ”), and one warrant exercisable for one Ordinary Share (each, a “ Warrant ”). The Units sold in the Offering shall be quoted and traded on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “ Prospectus ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”). Certain capitalized terms used herein are defined in parag

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