REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 200 , by and among, Shanghai Century Acquisition Corporation, a corporation organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
12,500,000 Units1 SHANGHAI CENTURY ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2006 by and between Shanghai Century Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
Agreement made as of , 2006 between Shanghai Century Acquisition Corporation, a corporation organized under the laws of the Cayman Islands, with offices at Suite 1002, 10th Floor, 43 Lyndhurst Terrace, Central, Hong Kong SAR (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”).
I-BANKERS SECURITIES INCORPORATED Southlake, TX 76092 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 7th, 2006 • Shanghai Century Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of , 2006 (“Agreement”), by and among SHANGHAI CENTURY ACQUISITION CORPORATION., a corporation organized under the laws of the Cayman Islands (“Company”), FRANKLIN D. CHU, ANTHONY KAI YIU LO, RONALD JOSEPH ARCULLI, HUMPHREY P. POLANEN and RAYMOND CH’IEN (collectively “Initial Shareholders”) and Continental Stock Transfer & Trust Company (“Escrow Agent”).
I-Bankers Securities Incorporated Southlake, Texas 76092Shanghai Century Acquisition Corp • March 7th, 2006 • Blank checks
This letter will confirm the agreement of Franklin D. Chu, Anthony Kai Yiu Lo, Ronald Joseph Arculli, Humphrey P. Polanen, and Raymond Ch’ien (collectively, the “Initial Shareholders”), on the one hand, and I-Bankers Securities Incorporated and (the “Representatives”), on the other hand, with respect to the purchase of certain warrants to purchase ordinary shares (the “Warrants”) of Shanghai Century Acquisition Corporation (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one ordinary share, par value $0.0005 per share, of the Company (the “Ordinary Shares”) and one Warrant to purchase one Ordinary Share. The Ordinary Shares and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless the Representatives informs the Company of their decision to allow earlier separate trading.
