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 his 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 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.

    
      	 	 	 	 
	 	 	 	
              Jun
                Yin 

              
                

              

              Print
                Name of Insider

            
	 	 	 	 
	
            	 	 	/s/
              Jun Yin
	
            	 	 	
              
Signature




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

      

    

    Exhibit
      A


     

    Jun
      Yin
      has been
      a director since our inception. Mr. Yin has been the Chairman of Zenika Holdings
      Ltd. since he founded the company in September 2006. Zenika Holdings is a
      diversified investment group that mainly engages in hospitality and tourism,
      real estate and manufacturing. In addition, he founded Shandong Fuwah Investment
      Co., Ltd. in September 2003, another investment conglomerate and acted as the
      Chairman of that company until January 2006. Prior to that, Mr. Yin founded
      Weifang Neo-Luck (group) Co. in September 1987, a conglomerate primarily
      involved in international import/export business, tourism, entertainment, real
      estate and manufacturing. He acted as the Chairman of the company from its
      formation until January 2005. Mr. Yin received an EMBA from the China Europe
      International Business School. He is qualified as a Senior Accountant in the
      PRC.