REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, by and among 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
The undersigned, 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of , 2007 by and between 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (hereinafter referred to as the “Warrant Agent”).
MORGAN JOSEPH & CO. INC. 19TH FLOOR NEW YORK, NEW YORK 10020 SELECTED DEALER AGREEMENTSelected Dealer Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
Morgan Joseph & Co. Inc. (“Morgan Joseph”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment underwritten offering (the “Offering”) to sell 7,500,000 units1 (the “Units”) of 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), as described in the prospectus for the Offering (the “Prospectus”). Morgan Joseph is hereby inviting a selected group of dealers to act as selected dealers in connection with the Offering, subject to the other terms and conditions set forth herein and in the Prospectus, and by executing this Selected Dealer Agreement (this “Agreement”), Morgan Joseph hereby approves the entity signatory hereto (the “Selected Dealer” as a selected dealer in connection with the Offering.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
This Securities Escrow Agreement (this “Agreement”) is made and entered into as of ___, 2007, by and among LaSalle Bank National Association, a national banking association (“Escrow Agent”), 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”), the undersigned initial stockholders of the Company (each, an “Initial Stockholder” and collectively, the “Initial Stockholders”), Win Wide International Ltd., a British Virgin Islands international business company (“Win Wide”) and Surfmax Co-Investments II, LLC, a Delaware limited liability company (“Surfmax II”), with reference to the following facts:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • New York
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 7th, 2007 • 2020 ChinaCap Acquirco, Inc. • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of , 2007 between 2020 ChinaCap Acquirco, Inc., a company incorporated under the laws of Delaware (the “Company”), Win Wide International Ltd., an international business company incorporated under the laws of the British Virgin Islands (“Win Wide”), and Surfmax Co-Investments II, LLC, a Delaware limited liability company (“Surfmax II”) (“Surfmax II” and, together with Win Wide, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9 hereof.
