REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, 2008, by and among China Evergreen Acquisition Corp., a Cayman Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between CHINA EVERGREEN ACQUISITION CORP. and LADENBURG THALMANN & CO. INC. Dated: ____________, 2008Underwriting Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
The undersigned, China Evergreen Acquisition Corp., a Cayman Islands corporation (the “Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (being referred to herein variously as “you” or the “Representative”) and with the other underwriters named on Schedule I hereto for which you are acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
Agreement made as of ________, 2008 between China Evergreen Acquisition Corp., a Cayman Islands limited life exempted company, with offices at B-2102 CaiZhi Tower, Zhongguancun Rd. E. Haidian, Beijing 100083, P.R. China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________, 2008 by and between China Evergreen Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022Selected Dealers Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
Subscription Agreement As of ____________ ___, 2008Subscription Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of China Evergreen 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 Ladenburg Thalmann & Co. Inc. (“Ladenburg”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Insider Warrants shall have the same terms as the warrants being sold in the IPO.
CHINA EVERGREEN ACQUISITION CORP.China Evergreen Acquisition Corp. • April 15th, 2008 • Blank checks
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 Evergreen Acquisition Corp. (“China Evergreen”) and continuing until the earlier of the consummation by China Evergreen of a “Business Combination” or the liquidation of China Evergreen (in each case as described in the final prospectus relating to China Evergreen’s IPO, and such earlier date hereinafter referred to as the “Termination Date”), Shen Yi Financial Advisor shall make available to China Evergreen certain meeting and office facilities, utilities and administrative support services as may be required by China Evergreen from time to time, situated at B-2102 CaiZhi Tower, Zhongguancun Rd. E., Haidian, Beijing 100083, People’s Republic of China (or any successor location). In exchange therefor, China Evergreen shall pay Shen Yi Financial Advisor the sum of $7,500 per month on the Effectiv
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of ___________, 2008 (“Agreement”), by and among CHINA EVERGREEN ACQUISITION CORP., a Cayman Islands company (“Company”), GUI FA CAO, SHEN YI FINANCIAL ADVISOR, QUAN SHENG LI, BERNARD ASHER, SHUANG LI and WENQIAN ZHU (collectively “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 15th, 2008 • China Evergreen Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among CHINA EVERGREEN ACQUISITION CORP., a Cayman Islands company (“Company”), GUI FA CAO, QUAN SHENG LI, YI SHEN and SHEN YI FINANICAL ADVISOR (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
