Unassociated Document


    
       

      March
        1,
        2007

       

      Nagao
        Group Holdings Limited

      12B,
        Lippo Leighton Tower

      103
        Leighton Road

      Causeway
        Bay, Hong Kong

       

      EarlyBirdCapital,
        Inc.

      275
        Madison Avenue

      Suite
        1203

      New
        York,
        New York 10016

      


      
        	 	 	
                Re:

              	
                Initial
                  Public Offering

              


      

      


      Gentlemen:

      


      The
        undersigned shareholder and director of Nagao Group Holdings Limited
        (“Company”), in consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a
        letter of intent (“Letter of Intent”) 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 14 hereof):

      


      1. If
        the
        Company solicits approval of its shareholders of a Business Combination,
        the
        undersigned will vote all Insider Shares owned by him in accordance with
        the
        majority of the votes cast by the holders of the IPO Shares. 

      


      2. In
        the
        event that the Company fails to consummate a Business Combination within
        24
        months from the effective date (“Effective Date”) of the registration statement
        relating to the IPO, the undersigned will (i) cause the Trust Fund (as defined
        in the Letter of Intent) to be liquidated and distributed to the holders
        of IPO
        Shares and (ii) take all reasonable actions within him power to cause the
        Company to liquidate as soon as reasonably practicable. The undersigned hereby
        waives any and all right, title, interest or claim of any kind in or to any
        distribution of the Trust Fund and any remaining net assets of the Company
        as a
        result of such liquidation with respect to his Insider Shares (“Claim”) and
        hereby 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 will
        not
        seek recourse against the Trust Fund for any reason whatsoever. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Nagao
              Group Holdings Limited

            EarlyBirdCapital,
              Inc.

            March
              1,
              2007

            Page
              2

          

        

      

      


      3. In
        order
        to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees to present to the Company for its
        consideration, prior to presentation to any other person or entity, any suitable
        opportunity to acquire an operating business, until the earlier of the
        consummation by the Company of a Business Combination, the liquidation of
        the
        Company or until such time as the undersigned ceases to be an officer or
        director of the Company, subject to any pre-existing fiduciary and contractual
        obligations the undersigned might have.

      


      4. The
        undersigned acknowledges and agrees that the Company will not consummate
        any
        Business Combination which involves a company which is affiliated with any
        of
        the Insiders unless
        the Company obtains an opinion from an independent investment banking firm
        reasonably acceptable to EBC that the business combination is fair to the
        Company’s shareholders from a financial perspective.

       

      5. Neither
        the undersigned, any member of the family of the undersigned, nor any affiliate
        (“Affiliate”) of the undersigned will be entitled to receive and will not accept
        any compensation for services rendered to the Company prior to or in connection
        with the consummation of the Business Combination; provided that the undersigned
        shall be entitled to reimbursement from the Company for his out-of-pocket
        expenses incurred in connection with seeking and consummating a Business
        Combination.  

       

      6. Neither
        the undersigned, any member of the family of 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, any member of the family
        of the
        undersigned or any Affiliate of the undersigned originates a Business
        Combination. 

      


      7. On
        the
        Effective Date, the undersigned will escrow his Insider Shares until
        (i)
        with respect to 25% of the Ordinary Shares owned by him, the nine month
        anniversary of a Business Combination, (ii) with respect to 25% of the Ordinary
        Shares owned by him, the twelve month anniversary of a Business Combination,
        and
        (iii) with respect to the remaining 50% of the Ordinary Shares owned by him,
        the
        fifteen month anniversary of a Business Combination, subject
        to the terms of a Stock Escrow Agreement which the Company will enter into
        with
        the undersigned and an escrow agent acceptable to the Company. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Nagao
              Group Holdings Limited

            EarlyBirdCapital,
              Inc.

            March
              1,
              2007

            Page
              3

          

        

      

      


      8. The
        undersigned agrees to be a Director of the Company until the earlier of the
        consummation by the Company of a Business Combination or the liquidation
        of the
        Company. The undersigned’s biographical information furnished to the Company and
        EBC and attached hereto as Exhibit A is true and accurate in all respects,
        does
        not omit any material information with respect to the undersigned’s background
        and contains all of the information required to be disclosed pursuant to
        Item
        401 of Regulation S-K, promulgated under the Securities Act of 1933. The
        undersigned’s Questionnaire furnished to the Company and EBC and annexed as
        Exhibit B hereto is true and accurate in all respects. The undersigned
        represents and warrants that:

      


      (a) he
        is not
        subject to, or a respondent in, any legal action for, any injunction,
        cease-and-desist order or order or stipulation to desist or refrain from
        any act
        or practice relating to the offering of securities in any
        jurisdiction;

      


      (b) he
        has
        never been convicted of or pleaded guilty to any crime (i) involving any
        fraud
        or (ii) relating to any financial transaction or handling of funds of another
        person, or (iii) pertaining to any dealings in any securities and he is not
        currently a defendant in any such criminal proceeding; and

      


      (c) he
        has
        never been suspended or expelled from membership in any securities or
        commodities exchange or association or had a securities or commodities license
        or registration denied, suspended or revoked.

      


      9. 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 a Director
        of
        the Company.

      


      10. The
        undersigned hereby waives his right to exercise conversion rights or appraisal
        rights with respect to any Ordinary Shares of the Company owned or to be
        owned
        by the undersigned, directly or indirectly, and agrees that he will not seek
        conversion or appraisal with respect to such shares in connection with any
        vote
        to approve a Business Combination.

      


      11. The
        undersigned hereby agrees to not propose, or vote in favor of, an amendment
        to
        the Company’s Memorandum and Articles of Association to extend the period of
        time in which the Company must consummate a Business Combination prior to
        its
        liquidation. Should such a proposal be put before shareholders other than
        through actions by the undersigned, the undersigned hereby agrees to vote
        against such proposal. This paragraph may not be modified or amended under
        any
        circumstances.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          Nagao
            Group Holdings Limited
            EarlyBirdCapital,
              Inc.

            March
              1,
              2007

            Page
              4

          

        

      

       

      12. The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to EBC and its legal representatives or agents
        (including any investigative search firm retained by EBC) any information
        they
        may have about the undersigned’s background and finances (“Information”).
        Neither EBC nor its 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.

      


      13. 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 courts of the State of New York of the
        United States of America for the Southern District of New York, and irrevocably
        submits to such jurisdiction, which jurisdiction shall be exclusive, (ii)
        waives
        any objection to such exclusive jurisdiction and that such courts represent
        an
        inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller
        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 EBC and appoint a substitute agent acceptable to each of
        the
        Company and EBC 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.
 

      


      14. As
        used
        herein, (i) a “Business Combination” shall mean the acquisition, through a stock
        exchange, asset acquisition or other similar business combination, of an
        operating business, or control of such operating business, through contractual
        arrangements, that has its principal operations located in the People’s Republic
        of China; (ii) “Insiders” shall mean all officers, directors and shareholders of
        the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all
        of the Ordinary Shares of the Company acquired by an Insider prior to the
        IPO;
        and (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s
        IPO.

       

      
        	 	 	 
	
              	 	
                Leung
                  Chau Ping (Paul
                  Leung)

              
	 	
                
Print
                Name of Insider
	 	
                 

                /s/
                  Leung Chau Ping

              
	 	
                

                Signature

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      


      Paul
        Leung has
        been
        a director since our inception. Since September 2000 Mr Leung has been the
        Chief
        Executive Officer of Asia Pacific Rim Asset Management Company Limited, a
        privately owned investment management company that manages its own portfolio
        of
        investments and projects in Hong Kong and the PRC. Mr. Leung has also been
        a
        director of Asia Pacific Rim since November 2005. Prior to joining Asia Pacific
        Rim, Mr Leung held senior management positions in several Australian companies.
        From March 1999 to August 2000 Mr. Leung was the Director of Planning and
        Regional Development for Libertyone Limited. From December 1992 to March
        1999
        Mr. Leung was Manager of Strategy, Manager of Broadband Services and Financial
        Planning Manager for Singtel Optus Communications Pty. Ltd. From October
        1985 to
        December 1992 Mr. Leung was Treasury Program Manager and Internal Systems
        Auditor for IBM Australia. From February 1981 to October 1985 Mr. Leung was
        Internal EDP Auditor, Assistant EDP Manager and Management Trainee for Burns
        Philp Limited. Mr Leung has a MBA from the University of Technology, Sydney,
        a
        graduate diploma in Data Processing from the University of Western Sydney
        and a
        degree in Economics from Sydney University. Mr Leung is a Certified Practising
        Accountant in Australia and is a senior member of Hong Kong Institute of
        Certified Public Accountants.