Unassociated Document


    Exhibit
      10.2

     

    SECURITIES
      ESCROW AGREEMENT

     

    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”).

     

    WHEREAS,
      the
      Company has entered into an Underwriting Agreement, dated
      [             
], 2008 (the “Underwriting
      Agreement”)
      with
      Jesup & Lamont Securities Corporation (“Jesup”)
      acting
      as lead managing underwriter of the several underwriters (collectively, the
      “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to
      purchase 7,000,000 units (not including the underwriters’ over-allotment
      option) (“Units”)
      of the
      Company;

     

    WHEREAS,
      each
      Unit consists 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
      together with the Class B Warrants, the “Warrants”),
      with
      each Class A Warrant allowing the holder thereof to purchase one Ordinary Share,
      and with every two Class B Warrants to automatically convert into one (1)
      separable Class A Warrant upon the Company’s consummation of a merger, capital
      stock exchange, asset or stock acquisition of, contractual control arrangement
      or similar business combination with, one or more operating businesses or assets
      (a “Business
      Combination”),
      all
      as more fully described in the Company’s Prospectus, dated
      [             
], 2008 (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form F-1 (File No.
      333-149770) under the Securities Act of 1933, as amended (the “Registration
      Statement”),
      declared effective on
      [             
], 2008 (the “Effective
      Date”);

     

    WHEREAS,
      each
      Initial Stockholder has agreed, as a condition of the Underwriters’ obligation
      to purchase the Units pursuant to the Underwriting Agreement and to offer them
      to the public, to deposit all of their Ordinary Shares, as set forth opposite
      their respective names in Exhibit
      A
      attached
      hereto (collectively the “Escrow
      Shares”),
      in
      escrow as hereinafter provided; 

     

    WHEREAS,
      the
      Company and the Initial Stockholders desire that the Escrow Agent accept the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:

     

    1.     Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2.    Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each Initial Stockholder shall deliver to the Escrow
      Agent certificates representing such Initial Stockholder’s Escrow Shares, to be
      held and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Stockholder acknowledges and agrees that the certificates representing
      its Escrow Shares will bear a legend to reflect the deposit of such Escrow
      Shares under this Agreement.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.    Disbursement
      of the Escrow Shares.
      

     

    3.1 The
      Escrow Agent shall hold the Escrow Shares until the termination of their
      respective Escrow Period (as defined below). The “Escrow
      Period”
shall
      be the period beginning on the date the certificates representing the Shares
      are
      deposited with the Escrow Agent and ending on the date that is the earlier
      of:
      (i) twelve (12) months following the consummation of the initial Business
      Combination or (ii) three (3) years from the Effective Date; or (iii) the
      consummation of a liquidation, share reconstruction and amalgamation, stock
      exchange or other similar transaction which results in all of the Company’s
      shareholders having the right to exchange their Ordinary Shares for cash,
      securities or other property subsequent to the Company’s consummation a Business
      Combination. Upon the termination of the Escrow Period, the Escrow Agent shall,
      upon written instructions from the Initial Stockholders, disburse the Escrow
      Shares to the Initial Stockholders; provided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares; and,
      provided further,
      that
      if, after the Company consummates a Business Combination it (or the surviving
      entity) subsequently consummates a liquidation, merger, stock exchange or other
      similar transaction which results in all of its stockholders of such entity
      having the right to exchange their Ordinary Shares for cash, securities or
      other
      property, then the Escrow Agent will, upon receipt of a notice, executed by
      a
      senior executive officer of the Company, in form reasonably acceptable to the
      Escrow Agent, certifying that such transaction is then being consummated,
      release the Escrow Shares to the Initial Stockholders so that they can similarly
      participate. The Escrow Agent shall have no further duties hereunder after
      the
      disbursement or destruction of the Escrow Shares in accordance with this Section
      3.

     

    4.    Rights
      of Initial Stockholders in Escrow Shares.

     

    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letters described in Section 4.4 hereof and except
      as herein provided, the Initial Stockholders shall retain all of their rights
      as
      a stockholder of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash
      Dividends”)
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash
      Dividends distributed thereon, if any.

     

    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except: (i) by gift to a member of Initial
      Stockholders’ immediate family or to a trust or other entity, the beneficiary of
      which is an Initial Stockholder or a member of an Initial Stockholder’s
      immediate family, (ii) by virtue of the laws of descent and distribution upon
      death of any individual Initial Stockholder, (iii) pursuant to a qualified
      domestic relations order, (iv) to an entity that is an Initial Stockholder,
      (v)
      to any person or entity controlling, controlled by, or under common control
      with, an Initial Stockholder or (vi) with respect to an Initial Stockholder
      who
      is an individual, to an entity controlled by such Initial Stockholder;
provided,
      however,
      that
      such permitted transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Shares.  During
      the Escrow Period, the Initial Stockholders shall not pledge or grant a security
      interest in the Escrow Shares or grant a security interest in their rights
      under
      this Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    4.4 Insider
      Letters.
      The
      Initial Stockholders have executed a letter agreement with Jesup and the Company
      and which are filed as exhibits to the Registration Statement (the “Insider
      Letters”),
      respecting the rights and obligations of the Initial Stockholders in certain
      events, including, but not limited to, the liquidation of the
      Company.

     

    5.    Concerning
      the Escrow Agent.

     

    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including reasonable counsel fees and disbursements,
      or
      loss suffered by the Escrow Agent in connection with any action, suit or other
      proceeding involving any claim which in any way, directly or indirectly, arises
      out of or relates to this Agreement, the services of the Escrow Agent hereunder,
      or the Escrow Shares held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. Promptly
      after the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

     

    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit B
      hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all reasonable expenses paid or incurred by it in the administration of its
      duties hereunder including, but not limited to, all reasonable counsel fees
      and
      disbursements.

     

    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by Jesup, the
      Escrow Shares held hereunder. If no new escrow agent is so appointed within
      the
      60 day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it deems
      appropriate.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly; provided,
      however,
      that
      such resignation shall become effective only upon acceptance of appointment
      by a
      successor escrow agent as provided in Section 5.5.

     

    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6.    Miscellaneous.

     

    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    6.2 Third
      Party Beneficiaries.
      The
      Initial Stockholders hereby acknowledges that the Underwriters, including,
      without limitation, Jesup, are third party beneficiaries of this Agreement
      and
      this Agreement may not be modified or changed without the prior written consent
      of Jesup.

     

    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6 Notices.
      Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    If
      to the
      Company, to:

    


    China
      Growth Alliance Ltd.

    Room
      409,
      4/F Aetna Tower

    107
      Zunyi
      Road

    Shanghai,
      200051, China

    Attn:
      Bin
      Zhou

    Fax
      No.:
      [                          
]

     

    If
      to a
      Stockholder, to his address set forth in Exhibit
      A.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    and
      if to
      the Escrow Agent, to:

    


    American
      Stock Transfer & Trust Company

    6201-15th
      Avenue

    Brooklyn,
      New York 11219

    Attn:
      [             
]

    Fax
      No.:
      [             
]

     

    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Gersten
      Savage LLP

    600
      Lexington Avenue

    New
      York,
      New York 10022

    Attn:
      Arthur S. Marcus, Esq. 

    Fax
      No.:
      (212) 980-5192

     

    and:

    


    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue, 3rd Floor

    New
      York, New York 10019

    Attn:
      Averell Satloff

    Fax
      No.:
      ___________________

     

    and:

     

    Ellenoff,
      Grossman & Schole LLP

    150
      East
      42nd
      Street

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    Fax
      No.:
      (212) 370-7889

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    6.8 Waiver.
      Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
      any and all right, title, interest or claim of any kind (“Claim”)
      in or
      to any distribution of the Trust Account, and hereby agrees not to seek
      recourse, reimbursement, payment or satisfaction for any Claim against the
      Trust
      Account for any reason whatsoever.

     

    6.9 Counterparts.
      This
      Agreement may be executed in several counterparts each one of which shall
      constitute an original and may be delivered by facsimile transmission or other
      electronic transmission and together shall constitute one
      instrument.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      this
      Securities Escrow Agreement has been duly executed by the parties hereto as
      of
      the day and year first above written.

    


    
      	
              
                CHINA
                  GROWTH ALLIANCE LTD.

              

            
	 	 
	
              By:
                

            	    

	 	
              Name:
                Bin Zhou

            
	 	
              Title:  
                Chairman and Co-Chief Executive Officer

            
	 	 
	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	
              By:
                

            	  

	 	
              Name:

            
	 	
              Title:

            
	 	 
	
              INITIAL
                STOCKHOLDERS:

            
	 
	
              FAIR
                VALUE CAPITAL LIMITED

            
	 	 
	
              By:

            	   

	 	
              Name:
                Bin Zhou

            
	 	
              Title:  
                Chairman and Co-Chief Executive Officer

            
	 	 
	   

	
              Guangzhong
                Qiu

            
	 
	   

	
              Yuanfei
                Ma

            
	 
	   

	
              Gordon
                H. Silver

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    
      	
               

              Investor

            	
               

            	
              Investors
                Address

              and
                Facsimile Number

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      B

     

    Escrow
      Agent Fees

     

    $[1,800]
      annually for acting agent escrow fee.

     

    Initial
      acceptance fee and first year agent fee to be paid at closing.


    
      
        
        

      

      
        8