UNDERWRITING AGREEMENT between CHINA HEALTHCARE ACQUISITION CORP. and FERRIS, BAKER WATTS INCORPORATED Dated: _______ __, 2006Underwriting Agreement • October 6th, 2006 • China Healthcare Acquisition Corp. • Blank checks • Maryland
The undersigned, China Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts, Inc. (hereinafter referred to as “you,” "FBW” or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • December 8th, 2006 • China Healthcare Acquisition Corp. • Blank checks • New York
This Agreement made as of , 2006 between China Healthcare Acquisition Corp., a Delaware corporation, with offices at 1233 Encino Drive, Pasadena, California 91108 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2006 • China Healthcare Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of , 2006, by and among China Healthcare Acquisition Corp., a Delaware corporation (the “Company”), the undersigned parties listed under Stockholder on the signature page hereto (each a “Stockholder” and collectively, the “Stockholders”) and Ferris, Baker Watts, Incorporated (“FBW” and, collectively with the Stockholders, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2007 • China Healthcare Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2007 by and between China Healthcare Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
LETTER AGREEMENT WITH JAMES MALetter Agreement • January 24th, 2007 • China Healthcare Acquisition Corp. • Blank checks
The undersigned director and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
LETTER AGREEMENT WITH MARK TANLetter Agreement • January 24th, 2007 • China Healthcare Acquisition Corp. • Blank checks
The undersigned officer and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
LETTER AGREEMENT WITH JACK KANGLetter Agreement • January 24th, 2007 • China Healthcare Acquisition Corp. • Blank checks
The undersigned officer and director and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
STOCK PURCHASE AGREEMENT BY AND AMONG CHINA HEALTHCARE ACQUISITION CORP. AND TEAMBEST INTERNATIONAL LIMITED AND MADAME WANG LAHUA AND EUROPE ASIA HUADU ENVIRONMENT HOLDING PTE, LTD.Stock Purchase Agreement • August 11th, 2008 • China Healthcare Acquisition Corp. • Blank checks • Delaware
This STOCK PURCHASE AGREEMENT, dated as of August 6, 2008, is by and among CHINA HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Purchaser”), Europe Asia Huadu Environment Pte, Ltd, a Singapore company ("Company") and TeamBest International Limited, a BVI company (“TeamBest"), and MADAME WANG LAHUA, a resident of People’s Republic of China (together with TeamBest, the “Seller”). Certain capitalized terms used but not defined in the text hereof shall have the meanings ascribed to them in Section 11.1 hereof.
FORM OF LETTER AGREEMENT WITH JACK KANGChina Healthcare Acquisition Corp. • December 8th, 2006 • Blank checks
The undersigned officer and director and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
Ferris, Baker Watts, Incorporated as Representative of the Several Underwriters 100 Light Street Baltimore, MD 21202 Re: China Healthcare Acquisition Corp. Ladies and Gentlemen:China Healthcare Acquisition Corp. • April 18th, 2007 • Blank checks
This letter, including Schedule 1 attached hereto, will confirm the agreement of the undersigned to purchase or cause an affiliate of the undersigned to purchase shares of common stock (“Common Stock”) of China Healthcare Acquisition Corp. (“Company”) upon the terms and conditions set forth herein. The attached letter on Schedule 1 is intended to constitute a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...China Healthcare Acquisition Corp. • July 11th, 2006 • Maryland
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CHINA HEALTHCARE ACQUISITION CORP. OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN) OR , 2007. VOID AFTER 5:00 P.M. EASTERN TIME, , 2011.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 8th, 2006 • China Healthcare Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of June , 2006 (“Agreement”), by and among China Healthcare Acquisition Corp., a Delaware corporation (“Company”) AND those persons listed on Exhibit A hereto (collectively “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
FORM OF LETTER AGREEMENT CHINA HEALTHCARE ACQUISITION CORP./ NATIONAL CAPITAL INVESTMENT LIMITED June 26, 2006China Healthcare Acquisition Corp. • July 11th, 2006
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of China Healthcare Acquisition Corp. (“Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus), National Capital Investment Limited shall make available to the Company certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in Pasadena, California, as may be required by the Company from time to time, situated at 1233 Encino Drive, Pasadena, California 91108 (or any successor location). In exchange therefor, the Company shall pay National Capital Investment Limited the sum of $5,000 per month on the Effective Date and continuing monthly thereafter.
FORM OF LETTER AGREEMENT WITH STEVEN WANG, MARK TAN, LARRY LIOU, JAMES MA, STANLEY CHANG, RON HARRODLetter Agreement • October 6th, 2006 • China Healthcare Acquisition Corp. • Blank checks
The undersigned officer and director and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
WARRANT PLACEMENT AGREEMENTWarrant Placement Agreement • December 8th, 2006 • China Healthcare Acquisition Corp. • Blank checks • Maryland
WARRANT PLACEMENT AGREEMENT (this “Agreement”) made as of this ___ day of December 2006 among China Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchaser”).
FORM OF LETTER AGREEMENT WITH ALWIN TANForm of Letter Agreement • July 11th, 2006 • China Healthcare Acquisition Corp.
The undersigned officer and director and stockholder of China Healthcare Acquisition Corp. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) entering into a letter of intent (“Letter of Intent”) to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
FERRIS, BAKER WATTS, INCORPORATED MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • December 27th, 2006 • China Healthcare Acquisition Corp. • Blank checks • New York
TERMINATION AGREEMENTTermination Agreement • November 13th, 2008 • China Healthcare Acquisition Corp. • Blank checks • Delaware
This TERMINATION AGREEMENT, is effective as of November 10, 2008 by and between China Healthcare Acquisition Corp (“Purchaser”) and Europe Asia Huadu Environment Holding Pte. Ltd (“Company”) and Teambest International Limited and Madame Wang Lahua (collectively, “Seller”).
