FORM OF LETTER AGREEMENT WITH JACK KANG
Exhibit 10.1(a)
FORM OF LETTER AGREEMENT WITH XXXX XXXX
June [___], 2006
Xxxxxx, Xxxxx Xxxxx, Incorporated
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Initial Public Offering
Gentlemen:
The undersigned officer
and director and stockholder of China Healthcare Acquisition Corp.
(“Company”), in consideration of Xxxxxx, Xxxxx Xxxxx, 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):
1. If the Company
solicits approval of its stockholders of a Business Combination, the
undersigned will vote all shares of Common Stock of the Company, including the Insider Shares and
IPO Shares, owned by him in accordance with the majority of the votes cast by the holders of the
IPO Shares.
2. The undersigned
acknowledges that he is purchasing his Insider Shares for investment and
not with a view to the distribution thereof, and acknowledges the certificate representing such
shares shall bear a restrictive legend. The undersigned will escrow his Insider Shares until six
months after the consummation of a Business Combination subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow agent acceptable to
the Company.
3. In the event that
the Company fails to consummate a Business Combination within 18 months
from the effective date (“Effective Date”) of the registration statement relating to the
IPO (or 24 months under the circumstances described in the prospectus relating to the IPO), the
undersigned will take all reasonable actions within his power to cause the Company to liquidate as
soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of the Trust Fund (as defined in the
Letter of Intent) with respect to his Insider Shares and waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company and
will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned agrees to
indemnify and hold harmless the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become subject to as a result of any
claim by any vendor that is owed money by the Company for services rendered or products sold but
only to the extent necessary to ensure that such loss, liability, claim, damage or expenses does
not reduce the amount in the Trust Fund other than amounts
attributable to interest.
4. In order to minimize
potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to
be an officer or director of the Company, subject to
any pre-existing fiduciary obligations
the undersigned might have, including, but not limited to, the undersigned’s obligation to present
business opportunities to _________.
5. The undersigned
acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking firm reasonably acceptable to FBW
that the business combination is fair to the Company’s stockholders from a financial perspective.
6. Neither the
undersigned, any member of the family of the undersigned, or any affiliate of
the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in
the event the undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.
7. The undersigned
agrees to be Chairman of the Board of Directors of the Company until the
earlier of the consummation by the Company of a Business Combination or the liquidation of the
Company. The undersigned’s biographical information furnished to the Company and FBW and attached
hereto as Exhibit A is true and accurate in all respects, does not omit any material
information with respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company and FBW and
annexed as Exhibit B hereto is true and accurate in all respects. The undersigned
represents and warrants that:
(a)
he is not subject to or a respondent in any legal action for, any injunction
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;
(b)
he has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and he is not currently a defendant in
any such criminal proceeding; and
(c)
he has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.
8. The undersigned
has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement and to serve as Chairman of the Board of Directors of
the Company.
9. Neither the
undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to the consummation of the Business Combination; provided that
commencing on the Effective Date, National Capital Investment Limited (“Related Party”),
shall be allowed to charge the Company an allocable share of Related Party’s overhead, $5,000 per
month, to compensate it for certain limited administrative, technology and secretarial services, as
well as the use of certain limited office space, including a conference room, in Pasadena,
California, that it will provide to the Company. Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection
with seeking and consummating a Business Combination.
10. The undersigned
authorizes any employer, financial institution, or consumer credit
reporting agency to release to FBW and its legal representatives or agents (including any
investigative search firm retained by FBW) any information they may have about the undersigned’s
background and finances (“Information”), purely for the purposes of the Company’s
IPO (and
shall thereafter hold such information confidential). Neither FBW nor its
agents shall be violating
the undersigned’s right of privacy in any manner in requesting and obtaining the Information and
the undersigned hereby releases them from liability for any damage whatsoever in that connection.
11. As used herein,
(i) a “Business Combination” shall mean an acquisition by merger, capital
stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business
selected by the Company; (ii) “Insiders” shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
Stock and warrants for Common Stock of the Company owned by an Insider prior to the IPO; and (iv) “IPO Shares” shall mean the
shares of Common Stock issued in the Company’s IPO.
If the foregoing terms
and conditions are acceptable to you, kindly indicate your acceptance
below, whereupon this letter shall be a binding legal agreement among us.
| Xxxx Xxxx | ||||||
| Accepted and agreed as aforesaid: | ||||||
| CHINA HEALTHCARE ACQUISITION CORP. | ||||||
By: |
||||||
| Xxxxx Xxx, President & Chief Executive Officer | ||||||
