4,000,000 Units CIS Acquisition Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
The undersigned, CIS Acquisition Ltd., a company organized under the laws of the British Virgin Islands (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), and Maxim Group LLC, as the qualified independent underwriter ( “Maxim”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ______, 2012, by and among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), the undersigned parties listed as Insiders on the signature page hereto Chardan Capital Markets, LLC (“Chardan”), The PrinceRidge Group LLC (“PrinceRidge”), Maxim Group LLC (“Maxim”) and Euro Pacific Capital, Inc. (“EuroPac”) (the Insiders, Chardan, PrinceRidge, Maxim and EuroPac each, an “Investor” and collectively, the “Investors”).
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,...CIS Acquisition Ltd. • December 17th, 2012 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION OF THE COMPANY’S BUSINESS COMBINATION AND ________, 2013 [6 MONTHS FOLLOWING EFFECTIVE DATE]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, _________, 2017 [5 YEARS FOLLOWING EFFECTIVE DATE].
WARRANT AGREEMENT CIS ACQUISITION LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Dated as of [●], 2012Warrant Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks
SPECIMEN PLACEMENT WARRANT CERTIFICATECIS Acquisition Ltd. • December 17th, 2012 • Blank checks
This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase ordinary shares, $0.0001 par value (the “Ordinary Shares”), of CIS Acquisition Ltd., a British Virgin Islands company (the “Company”). Subject to the conditions set forth herein and in the Warrant Agreement dated as of ________, 2012 by and between the Company and the Warrant Agent (the “Warrant Agreement”), each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement, to receive from the Company that number of fully paid and nonassessable Ordinary Shares (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America or cashlessly upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent.
PLACEMENT WARRANT PURCHASE AGREEMENTPlacement Warrant Purchase Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2012 among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2012 (“Agreement”) by and among CIS Acquisition Ltd., a British Virgin Islands company (“Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (the “Initial Shareholders”) Chardan Capital Markets, LLC (“Chardan”), The PrinceRidge Group LLC (“PrinceRidge”), Maxim Group LLC (“Maxim”), Euro Pacific Capital, Inc. (“EuroPac”) and American Stock Transfer & Trust Company, LLC, as escrow agent (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
This Agreement is made as of _________, 2012 by and between CIS Acquisition Ltd. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 17th, 2012 • CIS Acquisition Ltd. • Blank checks • New York
SHARE PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2012 among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
