REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the __ day of ________, 2006, by and among China Opportunity Acquisition Corp., a Delaware corporation (the "COMPANY") and the undersigned...Registration Rights Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2006 by and between China Opportunity Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration...Investment Management Trust Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____________, 2006 ("Agreement"), by and among CHINA OPPORTUNITY ACQUISITION CORP., a Delaware corporation ("Company"), HARRY EDELSON, BARRY SHERECK, NICK PURO, ROSE-MARIE FOX, BAILEN ZHENG,...Stock Escrow Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
EARLYBIRDCAPITAL, INC. 275 MADISON AVENUE SUITE 1203 NEW YORK, NEW YORK 10016Selected Dealers Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
WARRANT AGREEMENT Agreement made as of __________, 2006 between China Opportunity Acquisition Corp., a Delaware corporation, with offices at 354 East 50th Street, New York, New York 10022 ("Company"), and Continental Stock Transfer & Trust Company, a...Warrant Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
BETWEENUnderwriting Agreement • September 29th, 2006 • China Opportunity Acquisition Corp. • New York
OFChina Opportunity Acquisition Corp. • September 29th, 2006 • New York
Edelson Technology Inc. 300 Tice Boulevard Woodcliff Lake, New Jersey 07677 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering...China Opportunity Acquisition Corp. • September 29th, 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 Opportunity Acquisition Corp. ("COAC") and continuing until the consummation by COAC of a "Business Combination" (as described in COAC's IPO prospectus), Edelson Technology Inc. shall make available to COAC certain office and secretarial services as may be required by COAC from time to time, situated at 300 Tice Boulevard, Woodcliff Lake, New Jersey 07677. In exchange therefore, COAC shall pay Edelson Technology Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
WARRANTNumber • September 29th, 2006 • China Opportunity Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of China Opportunity Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obliga
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2006 • China Opportunity Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase _________ Warrants ("Insider Warrants") at $0.60 per Insider Warrant, of China Opportunity Acquisition Corp. (the "Corporation") for an aggregate purchase price of $_______ ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO") which is being underwritten by EarlyBirdCapital, Inc. ("EBC"). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
