EXHIBIT 10.6
CHINAGROWTH SOUTH ACQUISITION CORPORATION
FOUNDING DIRECTOR WARRANT
PURCHASE AGREEMENT
THIS FOUNDING DIRECTOR WARRANT PURCHASE AGREEMENT (the "Agreement") is
made as of ____________, 2006 between ChinaGrowth South Acquisition Corporation,
a company incorporated under the laws of the Cayman Islands (the "Company"), on
the one hand, and _____________________, or their designees, on the other hand
(collectively, the "Purchasers" or individually, a "Purchaser"). Except as
otherwise indicated herein, capitalized terms used herein are defined in Section
10 hereof.
WHEREAS, the Purchasers are officers and/or directors of the Company; and
WHEREAS, in furtherance of the Company's plan to obtain funding through an
initial public offering (the "Offering") of its units (the "Units"), each Unit
consisting of one share of common stock (the "Unit Common Stock") and one
warrant, each to purchase one share of common stock (the "Unit Warrants" or a
"Unit Warrant") and to demonstrate the commitment of the initial stockholders of
the Company to this plan, the Purchasers desire to make an investment in the
Company by purchasing 900,000 warrants (the "Founding Director Warrants" or a
"Founding Director Warrant" ) on the terms and conditions described herein; and
WHEREAS, the consummation of this Agreement is a condition to the closing
of the Offering as described in the Underwriting Agreement by and between the
Company and Xxxxxx Xxxxxx & Co., Inc. (the "Representative"), which Underwriting
Agreement is filed as an exhibit to the Company's registration statement on Form
F-1, SEC File No. 333-_______, as the same has been and may be amended from time
to time hereafter (the "Registration Statement") and filed with the Securities
and Exchange Commission (the "Commission").
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
Section 1. AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE FOUNDING
DIRECTOR WARRANTS.
A. AUTHORIZATION OF THE FOUNDING DIRECTOR WARRANTS. The Company has
authorized, and hereby ratifies such authorization by execution hereof,
the issuance and sale to the Purchasers of an aggregate of 900,000
Founding Director Warrants. Each Founding Director Warrant shall upon
exercise and payment of the exercise price specified therein entitle the
holder to purchase one share of the Company's common stock, par value
$0.001 per share (the "Common Stock").
B. PURCHASE AND SALE OF THE FOUNDING DIRECTOR WARRANTS. The Company
shall sell to the Purchasers, and subject to the terms and conditions set
forth herein, the Purchasers shall severally purchase from the Company,
prior to the effectiveness of the Registration Statement, an aggregate of
900,000 Founding Director Warrants. Each Purchaser shall purchase that
number of the Founding Director Warrants as is set forth opposite his name
in the table contained in Exhibit A hereto. The purchase price of each
Founding Director Warrant shall be $1.20 per warrant (the "Purchase
Price"), which shall be paid in immediately available funds through wire
transfers to the trust account (the "Trust Account") to be established
pursuant to that certain Investment Management Trust Agreement by and
between the Company and American Stock Transfer & Trust Company
("American"). The Purchase Price shall be wired to the Trust Account by
the Purchasers so as to be on deposit in the Trust Account not less than
24 hours prior to the effectiveness of the Registration Statement. Amounts
so received in the Trust Account shall be credited against the respective
purchase obligations of the Purchasers as described on Exhibit A hereto.
C. TERMS OF THE FOUNDING DIRECTOR WARRANTS. The Founding Director
Warrants shall carry rights and terms identical to those possessed by the
Unit Warrants described in the Registration Statement, subject to the
following exceptions: the Founding Director Warrants (i) will not be
transferable or salable by the Purchasers until such time as the Company
has completed a Business Combination, (ii) will be non-redeemable so long
as the Purchasers hold such warrants following their issuance by the
Company to such Purchasers, and (iii) together with the shares of Common
Stock underlying the Founding Director Warrants, are and will be entitled
to registration rights under the registration rights agreement (the
"Registration Rights Agreement") to be signed contemporaneously herewith
between the Purchasers, the Initial Stockholders (as such term is defined
in the Registration Statement) and the Company. The transfer restriction
set forth in (i) above shall not apply to (a) transfers resulting from the
death of any of the Purchasers, (b) transfers by operation of law, (c) any
transfer for estate planning purposes to persons immediately related to
the transferor by blood, marriage or adoption, or (d) any trust solely for
the benefit of such transferor and/or the persons described in the
preceding clause; provided, however, that with respect to each of the
transfers described in clauses (a), (b), (c) and (d) of this sentence,
that prior to such transfer, each permitted transferee or the trustee or
legal guardian for each permitted transferee (hereinafter collectively,
"Permitted Transferees" or a "Permitted Transferee") agrees in writing to
be bound by the terms of this Agreement. Should any of the Purchasers
transfer or sell Founding Director Warrants to persons other than
Permitted Transferees after the Company has completed a Business
Combination, then such Founding Director Warrants shall on the date of
such transfer immediately become redeemable under the same terms as the
Unit Warrants. Except as specifically provided in this Agreement, the
terms of the Founding Director Warrants shall in all other respects be as
set forth in the Warrant Agreement relating to the Unit Warrants by and
between the Company and American. In the event of any conflict between
this Agreement and the Warrant Agreement, the terms and provisions of
which are incorporated herein by reference, this Agreement shall control.
Section 2. THE CLOSING. The closing of the purchase and sale of the
Founding Director Warrants to the Purchasers (the "Closing") shall take place at
the offices of Xxxxxx Xxxxxx & Co., Inc. prior to the effectiveness of the
Registration Statement. At the Closing, the Company shall deliver warrant
certificates evidencing the Founding Director Warrants to be purchased by the
Purchasers hereunder, registered in each Purchaser's name, upon the payment of
the aggregate purchase price therefor, by wire transfer of immediately available
funds to the Trust Account.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a material
inducement to the Purchasers to enter into this Agreement and purchase the
Founding Director Warrants, the Company hereby represents and warrants that:
A. ORGANIZATION AND CORPORATE POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
the Cayman Islands and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a
material adverse effect on the financial condition, operating results or
assets of the Company. The Company possesses all requisite corporate power
and authority necessary to carry out the transactions contemplated by this
Agreement.
B. AUTHORIZATION; NO BREACH.
(i) The execution, delivery and performance of this Agreement
to which the Company is a party will have been duly authorized by
the Company as of the Closing upon the approval hereof by the
Company and its Board of Directors. This Agreement constitutes a
valid and binding obligation of the Company, enforceable in
accordance with its terms upon its execution.
(ii) The execution and delivery by the Company of this
Agreement, the sale and issuance of the Founding Director Warrants
hereunder, the issuance of the Common Stock upon exercise of the
Founding Director Warrants (except, with respect thereto, any
filings required under Federal or state securities laws or issuance
of one or more legal opinions in form and content reasonably
satisfactory to the Company pertaining to the availability of one or
more exemptions with respect to the issuance of the Founding
Director Warrants under applicable securities laws) and the
fulfillment of and compliance with the respective terms hereof and
thereof by the Company, do not and will not as of the Closing (i)
conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security
interest, charge or encumbrance upon the Company's capital stock or
assets pursuant to, (iv) result in a violation of, or (v) require
any authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or
administrative or governmental body or agency pursuant to the
Certificate of Incorporation of the Company or the bylaws of the
Company, or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree
to which the Company is subject, except for any filings required
after the date hereof under Federal or state securities laws.
C. TITLE TO SECURITIES. Upon issuance in accordance with, and
payment pursuant to, the terms hereof, the Founding Director Warrants to
be purchased hereunder and, upon exercise of the Founding Director
Warrants, payment of the exercise price set forth therein and conformance
with the other provisions relating to the exercise thereto, the Common
Stock issuable upon exercise of such Founding Director Warrants will be
duly and validly issued, fully paid, nonassessable, and the Purchasers
will have or receive good title to such securities, free and clear of all
liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and under the other agreements contemplated hereby,
(b) transfer restrictions under federal and state securities laws, and (c)
liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. GOVERNMENTAL CONSENTS. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and
performance by the Company of this Agreement, or the consummation by the
Company of any other transactions contemplated hereby.
E. DISCLOSURE. (a) The Company has provided each Purchaser with a
copy of the Registration Statement and each Amendment to the Company's
Registration Statement, or informed each Purchaser of the filing thereof
and instructed or requested the Purchasers to review the Registration
Statement and each such Amendment on the Commission's website . The
Company will provide the Purchasers with a copy of any and all amendments
to the Registration Statement filed by the Company with the Commission
prior to the Closing. (b) To the best of the Company's knowledge as of the
date hereof, neither this Agreement nor the Registration Statement, taken
as a whole, contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements herein or therein
not misleading in light of the circumstances in which such statements were
made.
Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a
material inducement to the Company to enter into this Agreement and issue and
sell the Founding Director Warrants to the Purchasers, the Purchasers hereby
severally represent, warrant and covenant to the Company (which representations,
warranties and covenants shall survive the Closing) that:
A. CAPACITY AND STATE LAW COMPLIANCE. Each Purchaser is an
individual over the age of 21 years with the legal capacity to execute and
perform the obligations imposed on each of the Purchasers hereunder. Each
Purchaser has engaged in the transactions contemplated by this Agreement
within a state in which the offer and sale of the Founding Director
Warrants is permitted under applicable securities laws. The Purchaser
understands and acknowledges that the purchase of Common Stock on exercise
of the Founding Director Warrants may require the registration of such
Common Stock under Federal and/or state securities laws or the
availability of an exemption from such registration requirements.
B. AUTHORIZATION; NO BREACH.
(i) This Agreement constitutes a valid and binding obligation
of each Purchaser, enforceable in accordance with its terms.
(ii) The execution and delivery by Purchasers of this
Agreement and the fulfillment of and compliance with the respective
terms hereof by Purchasers do not and shall not as of the
Closing conflict with or result in a breach of the terms, conditions
or provisions of any other agreement, instrument, order, judgment or
decree to which Purchaser is subject.
C. INVESTMENT REPRESENTATIONS.
(i) Each of the Purchasers is acquiring the Founding Director
Warrants and, upon exercise thereof, the Common Stock issuable upon
such exercise (collectively, the "Securities") for his own account,
for investment only and not with a view towards, or for resale in
connection with, any public sale or distribution thereof.
(ii) Each Purchaser is an "accredited investor" as defined in
Rule 501(a)(3) of Regulation D.
(iii) Each Purchaser understands that the Securities are being
offered and sold to him in reliance on specific exemptions from the
registration requirements of United States federal and state
securities laws and that the Company is relying in part upon the
truth and accuracy of, and Purchaser's compliance with, the
representations, warranties and agreements of Purchaser set forth
herein in order to determine the availability of such exemptions and
the eligibility of Purchaser to acquire such securities.
(iv) Each Purchaser initiated discussions with the Company
relating to the purchase and sale of the Securities contemplated by
this Agreement on an unsolicited basis prior to the date of this
Agreement. The Purchasers did not initiate such discussions, nor did
Purchasers decide to enter into this Agreement, as a result of any
general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act of 1933, as amended (the
"Securities Act"), including the filing of the Registration
Statement.
(v) Each Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which
have been requested by Purchaser. Each Purchaser has been afforded
the opportunity to ask questions of the other executive officers and
directors of the Company. Each Purchaser understands that his
investment in the Securities involves a high degree of risk. Each
Purchaser has sought such accounting, legal and tax advice as he has
considered necessary to make an informed investment decision with
respect to his acquisition of the Securities. Each Purchaser has
received and reviewed a copy of the Registration Statement,
including without limitation, the language therein under the caption
"Risk Factors," and signed the Registration Statement signature page
in his capacity as an officer or director (or both) of the Company,
as the case may be.
(vi) Each Purchaser understands that no United States federal
or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the
merits of the offering of the Securities.
(vii) Each Purchaser understands that: (a) the Securities have
not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) subsequently registered
thereunder or (B) sold in reliance on an exemption therefrom; and
(b) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any
obligation to register such securities under the Securities Act or
any state securities laws or to comply with the terms and conditions
of any exemption thereunder. In this regard, each Purchaser
represents that he is familiar with Rule 144 adopted pursuant to the
Securities Act, and understands the resale limitations imposed
thereby and by the Securities Act. Each Purchaser is able to bear
the economic risk of its investment in the Securities for an
indefinite period of time.
(viii) Each Purchaser is an investor in securities of
companies in the development stage and acknowledges that he is able
to fend for himself, has knowledge and experience in financial and
business matters, knows of the high degree of risk associated with
investments
generally and particularly investments in the securities of
companies in the development stage such as the Company, is capable
of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in
the Securities in the amount contemplated hereunder. Each Purchaser
has adequate means of providing for his current financial needs and
contingencies and will have no current or anticipated future needs
for liquidity which would be jeopardized by the investment in the
Securities. Each Purchaser can afford a complete loss of his
investment in the Securities.
(ix) Without in any way limiting the representations set forth
above, the Purchasers agree not to make any disposition of all or
any portion of the Securities unless and until:
(1) There is then in effect a registration statement
under the Securities Act covering such proposed disposition
and such disposition is made in accordance with such
registration statement; or
(2)(i) The Purchaser shall have notified the Company
of the proposed disposition and shall have furnished the
Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if reasonably
requested by the Company, the Purchaser shall have furnished
the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not
require registration of such Securities under the Securities
Act. Notwithstanding the foregoing, each Purchaser also
understands and acknowledges that the transfer or exercise
of the Founding Director Warrants is subject to the specific
conditions to such transfer or exercise as outlined herein,
as to which each Purchaser specifically assents by his
execution hereof.
F. NO GROUP. By virtue of the Purchasers purchasing the Founding
Director Warrants under this Agreement, such participation shall not be
construed so as to make any of the Purchasers part of, or a participant
in, a "group" as defined in Rule 13d-5 of the Exchange Act with respect to
any securities of the Company.
G. RESCISSION RIGHT WAIVER AND INDEMNIFICATION.
(i) Each of the Purchasers understands and acknowledges that
an exemption from the registration requirements of the Securities
Act requires that there be no general solicitation of purchasers of
the Founding Director Warrants. In this regard, if the Offering of
the Units were deemed to be a general solicitation with respect to
the Founding Director Warrants, the offer and sale of such Founding
Director Warrants may not be exempt from registration and, if not,
the Purchasers may have a right to rescind their purchases of the
Founding Director Warrants. In order to facilitate the completion of
the Offering and in order to protect the Company, its stockholders
and the Trust Account from claims that may adversely affect the
Company or the interests of its stockholders, each of the Purchasers
hereby agrees to waive, to the maximum extent permitted by
applicable law, any claims, right to xxx or rights in law or
arbitration, as the case may be, to seek rescission of his purchase
of the Founding Director Warrants. Each of the Purchasers
acknowledges and agrees that this waiver is being made in order to
induce the Company to sell the Founding Director Warrants to the
Purchasers. Each Purchaser agrees that the foregoing waiver of
rescission rights shall apply to any and all known or unknown
actions, causes of action, suits, claims, or proceedings
(collectively, "Claims") and related losses, costs, penalties, fees,
liabilities and damages, whether compensatory, consequential or
exemplary, and expenses in connection therewith (collectively,
"Losses and Expenses") including reasonable attorneys' and expert
witness fees and disbursements and all other expenses reasonably
incurred in investigating, preparing or defending against any
Claims, whether pending or threatened, in connection with any
present or future actual or asserted right to rescind the purchase
of the Founding Director Warrants hereunder or relating to the
purchase of the Founding Director Warrants and the transactions
contemplated hereby.
(ii) Each Purchaser agrees not to seek recourse against the
Trust Account for any reason whatsoever in connection with his
purchase of the Founding Director Warrants or any Claim that may
arise now or in the future.
(iii) Each of the Purchasers agree to severally indemnify and
hold harmless the Company, the Representative and the Trust Account
against any and all Losses and Expenses whatsoever to which the
Company, the Representative and the Trust Account may become subject
as a result of the purchase of the Founding Director Warrants by the
Purchasers or a Purchaser, including but not limited to any Claim by
any Purchaser of the Founding Director Warrants, but only to the
extent necessary to ensure that such Losses and Expenses do not
reduce the amount in the Trust Account. To the extent that the
foregoing several indemnification by the Purchasers may be
unenforceable for any reason, each of the Purchasers agree to make
the maximum contribution permissible by applicable law to the
payment and satisfaction of any Losses and Expenses relating to
Claims that may or will otherwise reduce the amount in the Trust
Account. Any Losses and Expenses indemnified hereunder by the
Purchasers will be paid based on the number of Founding Director
Warrants purchased by such Purchaser relative to the total number of
Founding Director Warrants purchased by all Purchasers hereunder,
except to the extent that such Claims are brought by any of the
Purchasers, in which case the foregoing indemnity obligation shall
only be that of the Purchaser making the Claim, it being the
understanding and agreement of the Purchasers that each of them
shall be held harmless by the other as to any Claims, Losses and
Expenses.
(iv) The Purchasers acknowledge and agree that the
stockholders of the Company, including those who purchase the Units
in the Offering, are and shall be third-party beneficiaries of the
foregoing provisions of Section 5G of this Agreement.
(v) Each Purchaser agrees that to the extent any waiver of
rights under this Section 5G is ineffective as a matter of law, each
Purchaser has offered such waiver for the benefit of the Company as
an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. Each Purchaser acknowledges
the receipt and sufficiency of consideration received from the
Company hereunder in this regard.
Section 6. CONDITIONS OF THE PURCHASERS' OBLIGATIONS AT THE CLOSING.
The obligation of the Purchasers to purchase and pay for the Founding Director
Warrants is subject to the fulfillment, at or before the Closing, of each of the
following conditions:
A. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in Section 3, except for those stated
to be made as of the date hereof, shall be true and correct in all
material respects at and as of the Closing as though then made, except to
the extent of changes caused by the transactions expressly contemplated
herein or in the prospectus contained in the Registration Statement.
B. PERFORMANCE. The Company shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before the
Closing.
C. REGISTRATION STATEMENT. The Registration Statement shall have
been declared effective by the Commission and the closing of the Offering
shall take place within four business days of such effective date or, if
the Registration Statement is declared effective before 2:00 p.m. on a
business day, the closing of the Offering shall take place within three
business days of such effective date.
Section 7. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT THE CLOSING.
The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment on or before the Closing of each of the following
conditions:
A. Representations and Warranties. The representations and
warranties of Purchasers contained in Section 4 shall be true at and as of
the Closing as though then made.
B. Performance. The Purchasers shall have performed and complied
with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by them on or
before the Closing.
C. Corporate Consents. The Company shall have obtained the consent
of its Board of Directors authorizing the execution, delivery and
performance of this Agreement and the issuance and sale of the Founding
Director Warrants hereunder.
Section 8. TERMINATION. This Agreement may or will be terminated at any
time prior to the consummation of the Closing if the Offering is not closed
within the time periods described in the Underwriting Agreement after the
Registration Statement is declared effective.
Section 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties contained herein shall survive the Closing for a
period of six (6) months except as otherwise specifically provided herein.
Section 10. DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth:
"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities, contract or otherwise.
"Business Combination" means a merger, stock exchange, asset acquisition
or similar business combination of the Company with a target business or
businesses that is its initial business combination and which meets the size,
timing and other criteria outlined in the Registration Statement.
"Common Stock" means the Company's Common Stock, par value $0.001 per
share.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Person" means any individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture, unincorporated
organization or governmental entity or any department, agency or political
subdivision thereof.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities and Exchange Commission" or "Commission" means the United
States Securities and Exchange Commission.
Section 11. MISCELLANEOUS.
A. LEGENDS.
(i) The certificates evidencing the Founding Director Warrants
will include the legend set forth below, which the Purchasers have
read and understand:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THESE SECURITIES ARE ALSO SUBJECT TO INVESTMENT
REPRESENTATIONS AND RESTRICTIONS ON TRANSFER OR SALE
PURSUANT TO A PURCHASE AGREEMENT DATED MAY 9, 2006 WHICH
RESTRICTS THE TRANSFER THEREOF AS PROVIDED IN THE PURCHASE
AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY
AT ITS EXECUTIVE OFFICES.
(ii) By accepting the certificates bearing the aforesaid
legend, each Purchaser agrees, prior to any permitted transfer of
the Securities represented by the certificates and subject to the
restrictions contained herein, to give written notice to the Company
expressing his desire to effect such transfer and describing briefly
the proposed transfer. Upon receiving such notice, the Company shall
present copies thereof to its counsel and the following provisions
shall apply:
(a) subject to the transfer restrictions contained
elsewhere in this Agreement, if, in the reasonable opinion
of counsel to the Company, the proposed transfer of such
Securities may be effected without registration under the
Securities Act and applicable state securities acts, the
Company shall promptly thereafter notify the transferring
Purchaser, whereupon the transferring Purchaser shall be
entitled to transfer such Securities, all in accordance with
the terms of the notice delivered by the transferring
Purchaser and upon such further terms and conditions as
shall be required to ensure compliance with the Securities
Act and the applicable state securities acts, and, upon
surrender of the certificate evidencing such Securities, in
exchange therefor, a new certificate not bearing a legend of
the character set forth above if such counsel reasonably
believes that such legend is no longer required under the
Securities Act and the applicable state securities acts; and
(b) subject to the transfer restrictions contained
elsewhere in this Agreement, if, in the reasonable opinion
of counsel to the Company, the proposed transfer of such
Securities may not be effected without registration under
the Securities Act or the applicable state securities acts,
a copy of such opinion shall be promptly delivered to the
transferring Purchaser, and such proposed transfer shall not
be made unless such registration is then in effect.
(iii) The Company may, from time to time, make stop transfer
notations in its records and deliver stop transfer instructions to
its transfer agent to the extent its counsel considers it necessary
to ensure compliance with the Securities Act and the applicable
state securities acts.
B. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the
contrary herein, the parties may not assign this Agreement.
C. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
D. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures
of more than one party, but all such counterparts taken together shall
constitute one and the same Agreement.
E. Descriptive Headings; Interpretation. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in
this Agreement shall be by way of example rather than by limitation.
F. Governing Law. The general corporation law of the State of
Delaware shall govern all issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement,
without giving effect to any choice of law or conflict of law rules or
provisions that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
G. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid. Such
notices, demands and other communications shall be sent:
If to the Company: ChinaGrowth South Acquisition Corporation
0000 Xxxxxxxx Xxxx, Xxxxxxxx
Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxx 000000
Fax No.: 00-00-0000-0000
With a copy to: DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx, Esq.
Fax No.: (000) 000-0000
If to the Purchaser: At the address of the respective Purchaser as set
forth in the records of the Company.
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
H. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on
the date first written above.
CHINAGROWTH SOUTH ACQUISITION
CORPORATION
By:
------------------------------------
Xxxxxxx Xxxxx
Chief Executive Officer
PURCHASERS
Global Vestor Capital Partners LLC
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Chum Capital Group Limited
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Guorun Group Limited
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Venture Link Assets Limited
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