6,000,000 Units China Resources Development Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2011 • China Resources Development Inc. • Blank checks • New York
China Resources Development Inc., an exempted company formed under the laws of the Cayman Islands (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 5,000,000 units (the “Firm Units”), with each unit consisting of one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”), and one warrant (“Warrant”) to purchase one Ordinary Share. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 750,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
WARRANT AGREEMENTWarrant Agreement • May 20th, 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 • May 20th, 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”).
