REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks
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 ”).
6,000,000 Units CHINA GROWTH EQUITY INVESTMENT LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of six million units of the Company (the “Firm Units”), with each unit consisting of one of the Company’s ordinary shares, $0.001 par value per share (the “Ordinary Shares”), and one warrant (collectively, the “Warrants”) to purchase one Ordinary Share. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to nine hundred thousand (900,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
China Growth Equity Investment Ltd. A12 Jianguomenwai Avenue NCI Tower, Suite 1602 Beijing, PRC 100022 Deutsche Bank Securities Inc. Los Angeles, California 90071Underwriting Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) to be entered into by and between China Growth Equity Investment Ltd., a Cayman Islands limited life exempted company (the “ Company ”), and Deutsche Bank Securities Inc., 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 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 pa
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks • 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 ”).
WARRANT AGREEMENT CHINA GROWTH EQUITY INVESTMENT LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of , 2011Warrant Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, 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 ”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks
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”).
FORM OF SPONSOR WARRANT PURCHASE AGREEMENTSponsor Warrant Purchase Agreement • April 19th, 2011 • China Growth Equity Investment LTD • Blank checks • New York
THIS SPONSOR WARRANT 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 ”).
