Unassociated Document


    Exhibit
      4.4

    WARRANT
      AGREEMENT

    


    Agreement
      made as of _____________________, 2008 between New Asia Partners China
      Corporation, a Delaware corporation, with offices at 1401-02 China Insurance
      Building, 166 Lu Jia Zui Dong Lu, Pudong, Shanghai, 200120 China (“Company”),
      and Continental Stock Transfer & Trust Company, a New York corporation, with
      offices at 17 Battery Place, New York, New York 10004 (“Warrant
      Agent”).

     

    WHEREAS,
      the Company has received binding commitments from New Asia Partners Limited
      and
      Capital TEN Partners, LLC, (collectively, in their capacity as holders
      of Insider Warrants  “the Insiders”) to purchase an aggregate of
      1,487,500 warrants (“Insider Warrants”) for $1.00 per Insider Warrant;
      and

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units and, in
      connection therewith, has determined to issue and deliver up to 2,012,500
      Warrants to the public investors (collectively, “Public Warrants” and
      collectively with the Insider Warrants, the “Warrants”) , each of such Warrants
      evidencing the right of the holder thereof to purchase one share of the
      Company’s common stock, par value $.0001 per share (“Common Stock”), for $5.00,
      subject to adjustment as described herein; and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement on Form S-1, No. 333-147741 (“Registration Statement”), for the
      registration, under the Securities Act of 1933, as amended (“Act”) of, among
      other securities, the Warrants and the Common Stock issuable upon exercise
      of
      the Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

     

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

     

    1. 
      Appointment
      of Warrant Agent.
      The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. 
      Warrants.

     

    2.1
        Form
      of Warrant
      . Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit A hereto, the provisions of which are incorporated herein and
      s
      hall be signed by, or bear the facsimile signature of, the Chairman of the
      Board
      or Chief Executive Officer and Treasurer or Secretary of the Company and shall
      bear a facsimile of the Company’s seal. In the event the person whose facsimile
      signature has been placed upon any Warrant shall have ceased to serve in the
      capacity in which such person signed the Warrant before such Warrant is issued,
      it may be issued with the same effect as if he or she had not ceased to be
      such
      at the date of issuance. The warrant certificate for the Insider Warrants shall
      bear the legend set forth in Exhibit B herein.

     

    2.2
        Effect
      of Countersignature
      . Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3
        Registration
      .

     

    2.3.1
        Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”), for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2
        Registered
      Holder.
      Prior to
      due presentment for registration of transfer of any Warrant, the Company and
      the
      Warrant Agent may deem and treat the person in whose name such Warrant shall
      be
      registered upon the Warrant Register (“registered holder”), as the absolute
      owner of such Warrant and of each Warrant represented thereby (notwithstanding
      any notation of ownership or other writing on the Warrant Certificate made
      by
      anyone other than the Company or the Warrant Agent), for the purpose of any
      exercise thereof, and for all other purposes, and neither the Company nor the
      Warrant Agent shall be affected by any notice to the contrary.

     

    2.4
        Detachability
      of Warrants.
      The
      securities comprising the Units will begin separate trading five business days
      following the earlier to occur of expiration of the Representatives’
over-allotment option, their exercise in full or the announcement by the
      Representatives of their intention not to exercise all or any portion of the
      over-allotment option unless the Representatives inform the Company of its
      decision to allow earlier separate trading, but in no event will the
      Representatives allow separate trading of the securities comprising the Units
      until the Company files a Current Report on Form 8-K which includes an audited
      balance sheet reflecting the receipt by the Company of the gross proceeds of
      the
      Public Offering including the proceeds received by the Company from the exercise
      of the Representatives’ over-allotment option, if the over-allotment option is
      exercised prior to the filing of the Form 8-K.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.5
        Insider
      Warrants.
      The
      Insider Warrants will be issued in the same form as the Public Warrants but
      they
      (i) will not be transferable or salable until the later of ___________, 2009
      or
      thirty (30) days after the date on which the Company completes a business
      combination, except (A) to an entity’s members or owners in proportion to their
      membership interest or upon its liquidation, (B) by gift to a member of an
      Insider’s immediate family or to a trust, the beneficiary of which is an Insider
      or a member of an Insider’s immediate family, (C) by virtue of the laws of
      descent and distribution upon death of any Insider, (D) pursuant to a qualified
      domestic relations order or (E) by private sales made at or prior to the
      consummation of a Business Combination at prices no greater than the price
      which
      the Insider paid for the Insider Warrants; provided, however, that such
      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 undersigned, and (ii) will be exercisable on a
      cashless basis and will not be redeemable by the Company if they are still
      held
      by the Insiders or their affiliates or permitted transferees.

     

    3. 
      Terms
      and Exercise of Warrants
      .

     

    3.1
        Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $5.00 per whole share, subject to the
      adjustments provided in Section 4 hereof and in the last sentence of this
      Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
      to the price per share at which Common Stock may be purchased at the time a
      Warrant is exercised. The Company in its sole discretion may lower the Warrant
      Price at any time prior to the Expiration Date for a period of not less than
      10
      business days; provided, however, that any such reduction shall be identical
      in
      percentage terms among all of the Warrants.

     

    3.2
        Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise Period”) commencing
      on the later of (i) the consummation by the Company of a merger, capital stock
      exchange, asset acquisition or other similar business combination (“Business
      Combination”) (as described more fully in the Company’s Amended and Restated
      Certificate of Incorporation) and (ii) __________, 2009, and terminating at
      5:00 p.m., New York City time on the earlier to occur of (i)
      ___________, 2013 or (ii) the date fixed for redemption of the Warrants as
      provided in Section 6 of this Agreement (“Expiration Date”). Except with respect
      to the right to receive the Redemption Price (as set forth in Section 6
      hereunder), each Warrant not exercised on or before the Expiration Date shall
      become void, and all rights thereunder and all rights in respect thereof under
      this Agreement shall cease at the close of business on the Expiration Date.
      The
      Company in its sole discretion may extend the duration of the Warrants by
      delaying the Expiration Date; provided, however, that the Company will provide
      notice to registered holders of the Warrants of such extension of not less
      than
      20 days prior to such extension.

     

    3.3
        Exercise
      of Warrants
      .

     

    3.3.1
        Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, and by paying in full the Warrant Price for each full share of Common
      Stock as to which the Warrant is exercised and any and all applicable taxes
      due
      in connection with the exercise of the Warrant, as follows:

     

    (a)
        in cash, good certified check or good bank draft payable to the order of
      the Company (or as otherwise agreed to by the Company); or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
        with respect to any Insider Warrants, by surrendering such Insider
      Warrants for that number of shares of Common Stock equal to the quotient
      obtained by dividing (x) the product of the number of shares of Common Stock
      underlying the Warrants, multiplied by the difference between the exercise
      price
      of the Warrants and the “Fair Market Value” (defined below) by (y) the Fair
      Market Value; provided, however, that the Fair Market Value is greater than
      the
      exercise price of the Warrants. Solely for purposes of this Section 3.3.1(b),
      the “Fair Market Value” shall mean the average reported last sale price of the
      Common Stock for the five trading days ending on the trading day prior to the
      date on which the Insider Warrants are exercised.

     

    3.3.2
        Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which such holder is entitled, registered in such
      name
      or names as may be directed by him, her or it, and if such Warrant shall not
      have been exercised in full, a new countersigned Warrant for the number of
      shares as to which such Warrant shall not have been exercised. Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Public Warrant and shall have no obligation to
      settle the Warrant exercise unless a registration statement under the Act with
      respect to the Common Stock to be issued upon exercise of such Warrant is
      effective and a prospectus thereunder relating to such Common Stock is current,
      subject to the Company’s satisfying its obligations under Section 7.4 to use its
      best efforts. In the event that a registration statement with respect to the
      Common Stock underlying a Public Warrant or a Representatives’ Warrant is not
      effective under the Act, the holder of such Public Warrant or a Representatives’
Warrant shall not be entitled to exercise such Warrant and such Warrant may
      have
      no value and expire worthless. In no event will the Company be required to
      net
      cash settle the Warrant exercise. Public Warrants may not be exercised by,
      or
      securities issued to, any registered holder in any state in which such exercise
      would be unlawful. The shares of Common Stock issuable upon exercise of Insider
      Warrants shall be unregistered shares and certificates for such shares shall
      bear the legend set forth in Exhibit C herein. In the event that a registration
      statement is not effective for the exercised Public Warrants, the purchaser
      of a
      Unit containing such Warrant, will have paid the full purchase price for the
      Unit solely for the shares included in such Unit.

     

    3.3.3
        Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4
        Date
      of Issuance
      . Each
      person in whose name any such certificate for shares of Common Stock is issued
      shall for all purposes be deemed to have become the holder of record of such
      shares on the date on which the Warrant was surrendered and payment of the
      Warrant Price was made, irrespective of the date of delivery of such
      certificate, except that, if the date of such surrender and payment is a date
      when the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the holder of such shares at the close of business on
      the
      next succeeding date on which the stock transfer books are open.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. 
      Adjustments
      .

     

    4.1
        Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock, or by a split—up of shares of Common Stock,
      or other similar event, then, on the effective date of such stock dividend,
      split—up or similar event, the number of shares of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock.

     

    4.2
        Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3
        Adjustments
      in Exercise Price
      .
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter.

     

    4.4
        Replacement
      of Securities upon Reorganization, etc
      . In
      case of any reclassification or reorganization of the outstanding shares of
      Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that
      solely affects the par value of such shares of Common Stock), or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash)receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this
      Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.5
        Notices
      of Changes in Warrant
      . Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to each Warrant holder, at the last address set forth for such holder
      in
      the warrant register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    4.6
        No
      Fractional Shares
      .
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up or down to the nearest whole number the number of the shares of Common
      Stock to be issued to the Warrant holder.

     

    4.7
        Form
      of Warrant
      . The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. 
      Transfer
      and Exchange of Warrants
      .

     

    5.1
        Registration
      of Transfer
      . The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    The
      Insider Warrants may not be sold or transferred (except in certain cases) until
      30 days after the Company consummates a Business Combination.

     

    5.2
        Procedure
      for Surrender of Warrants
      .
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3
        Fractional
      Warrants
      . The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4
        Service
      Charges
      . No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.5
        Warrant
      Execution and Countersignature
      . The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    6. 
      Redemption
      .

     

    6.1
        Redemption.
      Subject
      to Section 6.4 hereof, the Public Warrants may be redeemed, at the option of
      the
      Company in whole or in part, at any time after they become exercisable and
      prior
      to their expiration, at the office of the Warrant Agent, upon the notice
      referred to in Section 6.2, at the price of $.01 per the Public Warrants
      (“Redemption Price”), provided that the last sales price of the Common Stock has
      been at least $10.00
      per share, on each of twenty (20) trading days within any thirty (30) trading
      day period ending on the third business day prior to the date on which notice
      of
      redemption is given. Notwithstanding anything to the contrary contained herein,
      the Company shall not call the Warrants for redemption unless there is an
      effective registration statement under the Act relating to the shares of Common
      Stock issuable upon exercise of the Public Warrants and a current prospectus
      is
      available for use throughout the “30-day redemption period” (defined
      below).

     

    6.2
        Date
      Fixed for, and Notice of Redemption.
      In the
      event the Company shall elect to redeem all of the Public Warrants, the Company
      shall fix a date for the redemption. Notice of redemption shall be mailed by
      first class mail, postage prepaid, by the Company not less than 30 days prior
      to
      the date fixed for redemption (“30-day redemption period”) to the registered
      holders of the Public Warrants and to be redeemed at their last addresses as
      they shall appear on the registration books. Any notice mailed in the manner
      herein provided shall be conclusively presumed to have been duly given whether
      or not the registered holder received such notice.

     

    6.3
        Exercise
      After Notice of Redemption.
      The
      Public Warrants may be exercised, for cash at any time after notice of
      redemption shall have been given by the Company pursuant to Section 6.2 hereof
      and prior to the time and date fixed for redemption. On and after the redemption
      date, the record holders of such Warrants shall have no further rights except
      to
      receive, upon surrender of the Public Warrants, the Redemption
      Price.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.4
        Exclusion
      of Certain Warrants.
      The
      Company understands that the redemption rights provided for by this Section
      6
      apply only to outstanding Public Warrants. To the extent a person holds rights
      to purchase such Warrants, such purchase rights shall not be extinguished by
      redemption. However, once such purchase rights are exercised, the Company may
      redeem the Public Warrants issued upon such exercise provided that the criteria
      for redemption is met. The provisions of this Section 6.4 may not be modified,
      amended or deleted without the prior written consent of Maxim Group LLC (the
      “Representative”)

     

    7. 
      Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1
        No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2
        Lost,
      Stolen, Mutilated, Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3
        Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    7.4
        Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post—effective amendment to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall use its best efforts to take
      such
      action as is necessary to qualify for sale, in those states in which the Public
      Warrants were initially offered by the Company, the Common Stock issuable upon
      exercise of the Public Warrants. In either case, the Company will use its best
      efforts to cause the same to become effective and to maintain the effectiveness
      of such registration statement until the expiration of the Public Warrants
      in
      accordance with the provisions of this Agreement. The provisions of this Section
      7.4 may not be modified, amended or deleted without the prior written consent
      of
      the Representative.

     

    8. 
      Concerning
      the Warrant Agent and Other Matters
      .

     

    8.1
        Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8.2
        Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1
        Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation organized and existing under the laws
      of
      the State of New York, in good standing and having its principal office in
      the
      Borough of Manhattan, City and State of New York, and authorized under such
      laws
      to exercise corporate trust powers and subject to supervision or examination
      by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

    8.2.2
        Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3
        Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3
        Fees
      and Expenses of Warrant Agent.

     

    8.3.1
        Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

     

    8.3.2
        Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.4
        Liability
      of Warrant Agent.

     

    8.4.1
        Reliance
      on Company Statement.
      Whenever
      in the performance of its duties under this Warrant Agreement, the Warrant
      Agent
      shall deem it necessary or desirable that any fact or matter be proved or
      established by the Company prior to taking or suffering any action hereunder,
      such fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and established
      by a statement signed by the President or Chairman of the Board of the Company
      and delivered to the Warrant Agent. The Warrant Agent may rely upon such
      statement for any action taken or suffered in good faith by it pursuant to
      the
      provisions of this Agreement.

     

    8.4.2
        Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3
        Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor shall it by any act hereunder be deemed to
      make
      any representation or warranty as to the authorization or reservation of any
      shares of Common Stock to be issued pursuant to this Agreement or any Warrant
      or
      as to whether any shares of Common Stock will when issued be valid and fully
      paid and nonassessable.

     

    8.5
        Acceptance
      of Agency
      . The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of Common Stock through
      the exercise of Warrants.

     

    9.
      Miscellaneous
      Provisions
      .

     

    9.1
        Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

     

    9.2
        Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia
      Partners China Corporation

    1401-02
      China Insurance Building

    166
      Lu
      Jia Zui Dong Lu

    Pudong,
      Shanghai, 200120, China

    Attn:
      Chief Executive Officer

    


    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Compliance Department

    


    with
      a
      copy in each case to:

    


    Blank
      Rome LLP

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York

    Attn:
      Robert J. Mittman, Esq.

     

    and

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      David Alan Miller, Esq.

    


    and

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      

    


    9.3
        Applicable
      Law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by 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 Company 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. The Company hereby waives any objection
      to such exclusive jurisdiction and that such courts represent an inconvenience
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set
      forth
      in Section 9.2 hereof. Such mailing shall be deemed personal service and shall
      be legal and binding upon the Company in any action, proceeding or
      claim.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    9.4
        Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the registered
      holders of the Warrants, and for the purposes of Sections 6.4, 7.4 and 9.2
      hereof, the Representative, any right, remedy, or claim under or by reason
      of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. The Representative shall be deemed to be a third party
      beneficiary of this Agreement with respect to Sections 6.4, 7.4 and 9.2 hereof.
      All covenants, conditions, stipulations, promises, and agreements contained
      in
      this Warrant Agreement shall be for the sole and exclusive benefit of the
      parties hereto (and the Representative with respect to Sections 6.4, 7.4 and
      9.2
      hereof) and their successors and assigns and of the registered holders of the
      Warrants.

     

    9.5
        Examination
      of the Warrant Agreement
      . A copy
      of this Agreement shall be available at all reasonable times at the office of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6
        Counterparts
      . This
      Agreement may be executed in any number of original or facsimile counterparts
      and each of such counterparts shall for all purposes be deemed to be an
      original, and all such counterparts shall together constitute but one and the
      same instrument.

     

    9.7
        Effect
      of Headings
      . The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.8
        Amendments
      . This
      Agreement may be amended by the parties hereto without the consent of any
      registered holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the registered holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of the registered holders of a majority of the then outstanding Warrants.
      Notwithstanding the foregoing, the Company may lower the Warrant Price (provided
      that any such price reduction shall be in effect for at least ten (10) business
      days) or extend the duration of the Exercise Period pursuant to Sections 3.1
      and
      3.2, respectively, without the consent of the registered holders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
               

            	
              NEW
                ASIA PARTNERS CHINA

              CORPORATION

            
	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            
	
               

            	
               

            
	
               

            	
              CONTINENTAL
                STOCK TRANSFER &

              TRUST
                COMPANY

            
	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
                  
                Name:

            
	
               

            	
                  
                Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    Form
      of Warrant

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    Legend
      for Insider Warrants

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON
      STOCK
      OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
      LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
      STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS
      AVAILABLE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    


    Legend
      for Common Stock Issuable Upon Exercise of Insider
      Warrants

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT
      BE
      OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
      OR
      AN EXEMPTION FROM REGISTRATION IS AVAILABLE.