WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • New York
WARRANT AGENT AGREEMENT (this “Agreement”), dated as of May 11, 2011, between China Metro-Rural Holdings Limited, a British Virgin Islands entity (the “Company”), and American Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”).
UNDERWRITING AGREEMENT May 6, 2011Underwriting Agreement • May 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • New York
China Metro-Rural Holdings Limited, a company organized and existing under the laws of British Virgin Islands (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, to sell and issue to Maxim Group LLC (the “Underwriter”) an aggregate of 1,517,978 units, each unit consisting of one (1) share of authorized but unissued ordinary shares, $0.001 par value (the “Ordinary Shares”), or 1,517,978 shares in the aggregate, and 0.65 of a warrant to purchase one (1) Ordinary Share, or 986,686 warrants in the aggregate (the “Firm Warrants”), of the Company (each, a “Firm Unit” and collectively, the “Firm Units”). The Company has granted to the Underwriters an option to purchase up to an additional 227,696 units (each, an “Additional Unit” and collectively, the “Additional Units”), with each Additional Unit consisting of one (1) Ordinary Share and 0.65 of a warrant to purchase one (1) Ordinary Share (the “Additional Warrants” and together with the Firm Warrant
