REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2008 • China Growth Alliance LTD • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned individuals and entities listed under “Holders” on the signature page hereto (the “Holders”).
UNDERWRITING AGREEMENT between CHINA GROWTH ALLIANCE LTD. and FERRIS, BAKER, WATTS, INCORPORATED Dated: _______ __, 2008Underwriting Agreement • March 18th, 2008 • China Growth Alliance LTD • Maryland
The undersigned, China Growth Alliance Ltd., a company formed under the laws of the Cayman Islands (“Company”), hereby confirms its agreement with Ferris, Baker, Watts, Incorporated (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2008 • China Growth Alliance LTD • New York
Annual fee First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check $
LETTER AGREEMENT WITH GORDON H. SILVERLetter Agreement • March 18th, 2008 • China Growth Alliance LTD
The undersigned director and shareholder of China Growth Alliance Ltd. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) agreeing 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):
LETTER AGREEMENT WITH PEIFENG ZHULetter Agreement • March 18th, 2008 • China Growth Alliance LTD
The undersigned officer, director and/or shareholder of China Growth Alliance Ltd. (“Company”), in consideration of Ferris, Baker Watts, Incorporated (“FBW”) agreeing 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):
SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2008 • China Growth Alliance LTD • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ___ day of ______________, 2008 for the benefit of China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), having its principal place of business at Room 409, 4/F Aetna Tower, 107 Zunyi Road, Shanghai 200051, China, by the persons and entities listed on the signature pages hereto under the heading “Subscriber” (each, a “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • March 18th, 2008 • China Growth Alliance LTD • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of _________, 2008, by and between China Growth Alliance Ltd., a company incorporated under the laws of the Cayman Islands having its principal place of business at Room 409, 4/F Aetna Tower, 107 Zunyi Road, Shanghai, 200051, China (“Company”) and American Stock Transfer & Trust Company, a New York corporation with offices at 6201-15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • March 18th, 2008 • China Growth Alliance LTD • New York
This SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among China Growth Alliance Ltd., a company formed under the laws of the Cayman Islands (the “Company”), the undersigned parties listed as “Initial Stockholders” on the signature page hereto (each, an “Initial Stockholder”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Shanghai Fair Value Investment Company Limited Room 409, 4/F Aetna TowerChina Growth Alliance LTD • March 18th, 2008
UNIT PURCHASE OPTION For the Purchase of 350,000 Units Of CHINA GROWTH ALLIANCE LTD.China Growth Alliance LTD • March 18th, 2008 • Maryland
THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of (“Holder”), as registered owner of this Purchase Option, to China Growth Alliance Ltd. (the “Company”), Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or , 2008 [180 days from date of prospectus] (the “Commencement Date”), and at or before 5:00 p.m., Eastern Time, , 2013 [five years from date of prospectus] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Three Hundred Fifty Thousand (350,000) units (the “Units”) of the Company, each Unit consisting of: (i) one sub-unit, the contents of which are not separable (the “Sub-Unit”), with each Sub-Unit being comprised of one ordinary share of the Company, par value $.0005 per share (the “Ordinary Shares”) and one Class B warrant of the Company (the “Class B Warrants”); and (ii) one Class A warrant of the Company (the “Class A Warrants” and
