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, officer 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 15 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by her 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 her 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 her 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. In the event
      of
      the liquidation of the Trust Fund, the undersigned agrees to indemnify and
      hold
      harmless the Company against any and all loss, liability, claims, damage and
      expense whatsoever (including, but not limited to, any and all legal or other
      expenses reasonably incurred in investigating, preparing or defending against
      any litigation, whether pending or threatened, or any claim whatsoever) which
      the Company may become subject as a result of any claim by any vendor or other
      person who is owed money by the Company for services rendered or products sold
      or contracted for, or by any target business, but only to the extent necessary
      to ensure that such loss, liability, claim, damage or expense does not reduce
      the amount in the Trust Fund.


    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    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 commencing
      on
      the Effective Date, Value Creation Partners Company Limited (“Related Party”)
      shall be allowed to charge the Company $7,500 per month, representing an
      allocable share of Related Party’s overhead, to compensate it for the Company’s
      use of Related Party’s offices, utilities and personnel. Related Party and the
      undersigned shall also be entitled to reimbursement from the Company for their
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination.  

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    Nagao
      Group Holdings Limited

    EarlyBirdCapital,
      Inc.

    March
      1,
      2007

    Page
      3

    


    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 her Insider Shares until
      (i)
      with respect to 25% of the Ordinary Shares owned by her, the nine month
      anniversary of a Business Combination, (ii) with respect to 25% of the Ordinary
      Shares owned by her, the twelve month anniversary of a Business Combination,
      and
      (iii) with respect to the remaining 50% of the Ordinary Shares owned by her,
      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. 

    


    8. The
      undersigned agrees to be the Chairman of the Board and Chief Executive Officer
      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)  she
      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)  she
      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 she is not
      currently a defendant in any such criminal proceeding; and

    


    (c)  she
      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.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    Nagao
      Group Holdings Limited

    EarlyBirdCapital,
      Inc.

    March
      1,
      2007

    Page
      4

    


    9. The
      undersigned has full right and power, without violating any agreement by which
      she is bound, to enter into this letter agreement and to serve as Chairman
      of
      the Board and Chief Executive Officer of the Company.

    


    10. The
      undersigned hereby waives her 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 she 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.

    


    12. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    13. 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.

    


    14. 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
      her
      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 her 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.
 

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


    Nagao
      Group Holdings Limited

    EarlyBirdCapital,
      Inc.

    March
      1,
      2007

    Page
      5

    


    15. 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.

     

    
      	 	 	 
	 	
              Katherine
                Loh

              Print
                Name of Insider

            
	 
 	 

/s/
              Katherine
              Loh 
	
            	
              

              Signature

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    Katherine
      Loh has
      been
      our Chairman of the Board and Chief Executive Officer since our inception.
      Ms.
      Loh is a founder and partner of Value Creation Partners Company Limited. Value
      Creation Partners Company Limited is a company engaged in investment founded
      in
      2005. Prior to founding Value Creation Partners, Ms. Loh joined Goldbond Group
      Holdings Limited, a Hong Kong listed company, as an Executive Director in
      January 2003, where she had been the Chief Executive Officer of the Company
      since July 2003 and was responsible for business development, investment,
      administration and finance of the group. From September 2000 to October 2002,
      Ms. Loh held a senior management position with Deloitte & Touche Corporate
      Finance Limited where she advised clients on initial public offerings, fund
      raising, mergers and acquisitions, convertible bonds and warrants issues,
      corporate restructuring and direct investments. Ms. Loh has also held senior
      management positions in Peregrine Capital Limited and Pacific Challenge Capital
      Limited and was a manager at Deloitte & Touche Tohmatsu. Ms. Loh has an MBA
      from the University of Toronto and an Engineering degree from the Imperial
      College of Science and Technology, University of London. Ms. Loh is a chartered
      accountant in Canada.