FORM OF WARRANT AGREEMENTForm of Warrant Agreement • July 11th, 2006 • China Healthcare Acquisition Corp. • 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 • July 11th, 2006 • China Healthcare Acquisition Corp. • 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 • July 11th, 2006 • China Healthcare Acquisition Corp. • New York
This Agreement is made as of , 2006 by and between China Healthcare Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
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 • July 11th, 2006 • China Healthcare Acquisition Corp. • 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 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):
