0001275287-06-001939 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 17th, 2006 • China Automotive Systems Inc • Motor vehicle parts & accessories • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2006, by and between CHINA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • April 17th, 2006 • China Automotive Systems Inc • Motor vehicle parts & accessories • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2006, by and among CHINA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • April 17th, 2006 • China Automotive Systems Inc • Motor vehicle parts & accessories • New Jersey

THIS AGREEMENT dated as of the 20th day of March 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and CHINA AUTOMOTIVE SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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CHINA AUTOMOTIVE SYSTEMS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • April 17th, 2006 • China Automotive Systems Inc • Motor vehicle parts & accessories • New Jersey

The undersigned, China Automotive Systems, Inc., a Delaware corporation (the “Company”) and hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 17th, 2006 • China Automotive Systems Inc • Motor vehicle parts & accessories • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 20, 2006, by and among CHINA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation (the “Company”), and Cornell Capital Partners, LP (the “Buyer”).

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