REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among China Resources Development Inc., a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
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”).
Re: Initial Public OfferingLetter Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between China Resources Development Inc., a Cayman Islands exempted company (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 5,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 (“Registration Statement”) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded on the NASDAQ Stock Market. Certain capitalized terms used herein are defined in parag
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 23rd, 2011 • China Resources Development Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among CHINA RESOURCES DEVELOPMENT INC., a Cayman Islands company (“Company”), SENG LEONG LEE, GLOBAL STRATEGIC PARTNERS LIMITED and ___________ (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • March 23rd, 2011 • China Resources Development Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one Ordinary Share, at $0.50 per Warrant, of China Resources Development Inc. (the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC. The Warrants will be sold to the undersigned on a private placement basis and not as part of the IPO.
Subscription AgreementSubscription Agreement • February 18th, 2011 • China Resources Development Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one Ordinary Share, at $0.50 per Warrant, of China Resources Development Inc. (the “Corporation”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Lazard Capital Markets LLC. The Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
CHINA RESOURCES DEVELOPMENT INC. c/o SSC Mandarin Investment Group LimitedChina Resources Development Inc. • February 18th, 2011 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of China Resources Development Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation of trust account (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SSC Mandarin Investment Group Limited shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 1402 China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. In exchange therefore, the Company shall pay SSC Mandarin Investment Group Limited the sum of US$10,000 per month on the Effective Date and continuing monthly thereafter
GLOBAL STRATEGIC PARTNERS LIMITED 21st Floor, New World Tower 1China Resources Development Inc. • March 23rd, 2011 • Blank checks • Hong Kong
This letter will confirm the understanding and agreement between Global Strategic Partners Limited (“GSP”) and China Resources Development Inc. (together with any affiliates and successors, the “Company”) (the “Agreement”), as follows:
GLOBAL STRATEGIC PARTNERS LIMITED 21st Floor, New World Tower 1China Resources Development Inc. • February 18th, 2011 • Blank checks • Hong Kong
This letter will confirm the understanding and agreement between Global Strategic Partners Limited (“GSP”) and China Resources Development Inc. (together with any affiliates and successors, the “Company”) (the “Agreement”), as follows:
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 6th, 2011 • China Resources Development Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2011 (“Agreement”), by and among CHINA RESOURCES DEVELOPMENT INC., a Cayman Islands company (“Company”), SENG LEONG LEE, GLOBAL STRATEGIC PARTNERS LIMITED, WING KAI HO, XIAONA MA, MAOZHEN SANG, JOHN F. AMBRUZ, PAUL BERNARDS, PIETER VAN ASWEGEN, SHAONAN XING, QIAOLIAN WANG and DENIS WORRALL (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
