Initial Public Offering (IPO): Registration Statement of a Foreign Private Issuer — Form F-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: F-1 Registration Statement of a Foreign Private Issuer HTML 812K
2: EX-1.1 Underwriting Agreement HTML 297K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 14K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 9K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 364K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 27K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 29K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 33K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 32K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 93K
11: EX-5.1 Opinion re: Legality HTML 29K
12: EX-5.2 Opinion re: Legality HTML 26K
13: EX-10.1 Material Contract HTML 60K
22: EX-10.10 Material Contract HTML 46K
23: EX-10.11 Material Contract HTML 41K
24: EX-10.12 Material Contract HTML 32K
25: EX-10.13 Material Contract HTML 28K
26: EX-10.14 Material Contract HTML 28K
27: EX-10.15 Material Contract HTML 28K
28: EX-10.16 Material Contract HTML 28K
29: EX-10.17 Material Contract HTML 29K
30: EX-10.18 Material Contract HTML 28K
14: EX-10.2 Material Contract HTML 82K
15: EX-10.3 Material Contract HTML 15K
16: EX-10.4 Material Contract HTML 111K
17: EX-10.5 Material Contract HTML 46K
18: EX-10.6 Material Contract HTML 25K
19: EX-10.7 Material Contract HTML 25K
20: EX-10.8 Material Contract HTML 118K
21: EX-10.9 Material Contract HTML 45K
31: EX-23.1 Consent of Experts or Counsel HTML 12K
The
undersigned, a shareholder and purchaser of warrants exercisable for Ordinary
Shares of China Fundamental Acquisition Corporation (the “Company”), in
consideration of Chardan Capital Markets, LLC (“Chardan”) entering into a letter
of intent, dated December 20, 2007 (“Letter of Intent”), to underwrite an
initial public offering (“IPO”) of the securities of the Company and embarking
on, undertaking and continuing to participate in the IPO process, hereby agrees
as follows (certain capitalized terms used herein are defined in paragraph
X
hereof):
I.
(1) Except
with respect to any of the IPO Shares acquired by the undersigned in connection
with or following the IPO, the undersigned hereby (a) waives any and all right,
title, interest or claim of any kind (a “Claim”) in or to all funds in the Trust
Account and any remaining net assets of the Company upon liquidation of the
Trust Account and dissolution of the Company, (b) waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company, and (c) agrees that the undersigned
will not seek recourse against the Trust Account for any reason
whatsoever.
II.
To
the
extent that the Underwriters do not exercise their over-allotment option to
purchase an additional 562,500 Units of the Company, the undersigned agrees
that
he shall return to the Company for cancellation, at no cost, the number of
Insider Shares he holds, determined by multiplying 75,552 shares by a fraction,
(i) the numerator of which is 562,500 minus the number of Ordinary Shares
purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 562,500.
III.
Neither
the undersigned, nor any Affiliate of the undersigned will be entitled to
receive or accept a finder’s fee or any other compensation in the event the
undersigned or any Affiliate originates a Business Combination.
(1) The
undersigned represents and warrants that:
(a) No
petition under the Federal bankruptcy laws or any state insolvency law has
been
filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of the undersigned, or any
partnership in which the undersigned was or is a general partner at or within
two years prior to the date hereof, or any corporation or business association
of which the undersigned was an executive officer at or within two years prior
to the date hereof;
1
(b) The
undersigned has not been convicted in any criminal proceeding nor is the
undersigned currently a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);
(c) The
undersigned has not been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining the undersigned from, or
otherwise limiting, the following activities:
(i) Acting
as
a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of
any
investment company, bank, savings and loan association or insurance company,
or
engaging in or continuing any conduct or practice in connection with such
activity; or
(ii) Engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities
laws or Federal commodities laws.
IV. The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as an advisor
of
the Company.
V. The
undersigned acknowledges and understands that Chardan and the Company will
rely
upon the agreements, representations and warranties set forth herein in
proceeding with the IPO.
VI. The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Chardan and the Company and their respective
legal representatives or agents (including any investigative search firm
retained by Chardan or the Company) any information they may have about the
undersigned’s background and finances (the “Information”). Neither Chardan nor
the Company nor their respective agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information
and
the undersigned hereby releases them from liability for any damage whatsoever
in
that connection.
VII. If
the
Company solicits approval of its shareholders of a Business Combination, and/or
the Extended Period, the undersigned agrees that he will vote all Ordinary
Shares owned by it prior to the IPO (the “Insider Shares”), if any, in
accordance with the majority of the votes cast by the holders of the IPO Shares,
and all Ordinary Shares acquired in or following the IPO in favor of any
Business Combination and the Extended Period.
2
VIII. The
undersigned will escrow its Escrow Securities subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the Company.
IX. This
letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts
of
law principles that would result in the application of the substantive laws
of
another jurisdiction. The undersigned hereby (i) agrees that any action,
proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the federal
courts of the United States of America for the Southern District of New York,
and irrevocably submits to the jurisdiction of such courts, which jurisdiction
shall be exclusive, (ii) waives any objection to the exclusive jurisdiction
of
such courts and any objection that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint CT Corporation System as agent for
the
service of process in the State of New York to receive, for the undersigned
and
on his behalf, service of process in any Proceeding. If for any reason such
agent is unable to act as such, the undersigned will promptly notify the Company
and Chardan and appoint a substitute agent acceptable to each of the Company
and
Chardan within 30 days and nothing in this letter will affect the right of
either party to serve process in any other manner permitted by law.
X. As
used
herein, (i) a “Business Combination” shall mean an acquisition by the Company,
by merger, stock exchange, asset acquisition, reorganization or similar business
combination, or control through contractual arrangements, of an operating
business or businesses in the People’s Republic of China; (ii) “Ordinary Share”
shall mean the ordinary share, par value $0.001 per share, of the Company;
(iii)
“Immediate Family” shall mean, with respect to any person, such person’s spouse,
children, parents and siblings (including any such relative by adoption or
marriage); (iv) “Insiders” shall mean all officers, directors and shareholders
of the Company immediately prior to the IPO; (v) “Insider Shares” shall mean all
of the Ordinary Shares owned by an Insider prior to the IPO; (vi) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; (vii) “Trust
Account” shall mean the trust account in which most of the proceeds to the
Company of the IPO will be deposited and held for the benefit of the holders
of
the IPO shares, as described in greater detail in the prospectus relating to
the
IPO; and (viii) “Extended Period” shall mean the extension, upon shareholder
approval, of the period of time during which the Company may complete a Business
Combination from 24 months to 36 months if the Company anticipates that it
may
not consummate a Business Combination within 24 months if a letter of intent
or
definitive agreement with respect to a business combination has been entered
into within 18 months.
XI. This
letter agreement shall supersede any other letter agreement signed by the
undersigned with respect to the subject matter hereof.
