Unassociated Document


    

      Exhibit
        10.8

    

     

    STOCK
      ESCROW AGREEMENT

    


    STOCK
      ESCROW AGREEMENT, dated as of __________ __, 2008 (“Agreement”), by and among
      CHINA ASCENDANCE ACQUISITION CORPORATION, a Cayman Islands corporation
      (“Company”), BRIGHT ELITE ENTERPRISES LIMITED, CHENG JIA LIU,
      TERRY
      MCCARTHY,
      HUI YU
      HE, MATTHEW
      HAYDEN, STEVE TAYLOR, JOHN LEMAK, STEVE KIRCHER, SCOTT HOOD, JIM KENNEDY, RON
      HELLER, MIKE MORRIS, MERRY LEE CARNALL, ANCORA GREATER CHINA FUND, JOHN P.
      MICKLITISH, BILL WELLS, STEVE BRONSON, BRIAN LIN, CENTAUR VALUE FUND, LP AND
      UNITED CENTAUR MASTER FUND (collectively
      “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
a
      New
      York corporation (“Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated _________ __,
      2008
      (“Underwriting Agreement”), with Susquehanna Financial Group, LLLP
      (“Susquehanna”) and Ladenburg
      Thalmann & Co. Inc. (“Ladenburg”) acting as representatives of the
      several underwriters (collectively, the “Underwriters”), pursuant to which,
      among other matters, the Underwriters have agreed to purchase 10,000,000 units
      (“Units”) of the Company. Each Unit consists of one ordinary share of the
      Company, par value $.0001 per share (“Ordinary Shares”), and one Warrant, each
      Warrant to purchase one Ordinary Share, all as more fully described in the
      Company’s final Prospectus, dated ________ __, 2008 (“Prospectus”) comprising
      part of the Company’s Registration Statement on Form F-1
      (File No. 333-_______) under the Securities Act of 1933, as amended
      (“Registration Statement”), declared effective on ________ __, 2008 (“Effective
      Date”).

    


    WHEREAS,
      the Initial Shareholders have agreed as a condition of the sale of the Units
      to
      deposit their Ordinary Shares of the Company, as set forth opposite their
      respective names in Exhibit A attached hereto (collectively “Escrow Shares”), in
      escrow as hereinafter provided.

    


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

    


    IT
      IS
      AGREED:


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

    


    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Shareholders shall deliver to
      the
      Escrow Agent certificates representing his respective Escrow Shares, to be
      held
      and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Shareholder acknowledges that the certificate representing his Escrow
      Shares is legended to reflect the deposit of such Escrow Shares under this
      Agreement.

    


    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares as follows: (i) with respect to
      500,000 of the Escrow Shares, until six months after the consummation of a
      business combination and (ii) with respect to the remainder of the Escrow
      Shares, one year after the consummation of a business combination (collectively,
      the “Escrow Period”). On each of such dates, upon written instructions from each
      Initial Shareholder, the Escrow Agent shall disburse such amount of each of
      the
      Initial Shareholder’s Escrow Shares (and any applicable stock power) to such
      Initial Shareholder. If the Escrow Agent is notified by the Company pursuant
      to
      Section 6.7 hereof that the Company is being liquidated at any time during
      the
      Escrow Period, then the Escrow Agent shall promptly destroy the certificates
      representing the Escrow Shares; provided further, however, that if, after the
      Company consummates a Business Combination (as such term is defined in the
      Registration Statement), it (or the surviving entity) subsequently consummates
      a
      liquidation, merger, stock exchange or other similar transaction which results
      in all of the shareholders of such entity having the right to exchange their
      Ordinary Shares for cash, securities or other property, then the Escrow Agent
      will, upon receipt of a certificate, executed by the Chief Executive Officer
      of
      the Company, in form reasonably acceptable to the Escrow Agent, that such
      transaction is then being consummated, release the Escrow Shares to the Initial
      Shareholders upon consummation of the transaction so that they can similarly
      participate. The Escrow Agent shall have no further duties hereunder after
      the
      disbursement or destruction of the Escrow Shares in accordance with this Section
      3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Rights
      of Initial Shareholders in Escrow Shares.
      

    


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

    


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

    


    4.3 Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (i) to an entity’s members upon its liquidation,
      (ii) by bona fide gift to a member of an Initial Stockholder’s immediate family
      or to a trust, the beneficiary of which is an Initial Stockholder or a member
      of
      an Initial Stockholder’s immediate family, (iii) by virtue of the laws of
      descent and distribution upon death of any Initial Stockholder, (iv) pursuant
      to
      a qualified domestic relations order or (v) by private sales of the Escrow
      Shares made at or prior to the consummation of a Business Combination at prices
      no greater than the price at which the shares were originally purchased;
provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Shareholder
      transferring the Escrow Shares. During the Escrow Period, the Initial
      Stockholders shall not pledge or grant a security interest in the Escrow Shares
      or grant a security interest in their rights under this Agreement.

    


    4.4 Insider
      Letters.
      Each of
      the Initial Shareholders has executed a letter agreement with Susquehanna,
      Ladenburg and the Company, dated as indicated on Exhibit A hereto, and
      which is filed as an exhibit to the Registration Statement (“Insider Letter”),
      respecting the rights and obligations of such Initial Shareholder in certain
      events, including but not limited to the liquidation of the
      Company.

    


    5. Concerning
      the Escrow Agent.

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

    


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

    


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

    


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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


    6. Miscellaneous.

    


    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction.

    


    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Shareholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of Susquehanna and Ladenburg.


    


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

    


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

    


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

    


    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

    


    
      	 	 	
              If
                to the Company, to:

            


    

    


    China
      Ascendance Acquisition Corporation

    108
      North
      4th Ring East Road

    QianHe
      JiaYuan

    Building
      9, Suite 607

    Beijing,
      100029, China

    Attn: Chairman

    


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

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Chairman

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    and:

     

    Susquehanna
      Financial Group, LLLP

    401
      City
      Avenue, Suite 220

    Bala
      Cynwyd, Pennsylvania 19004

    Attn: General
      Counsel

     

    
      and:

       

      

        Ladenburg
          Thalmann & Co. Inc.

        590
          Madison Avenue

        New
          York,
          New York 10022

      

      Attn: General
        Counsel


    

    and:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: David
      Alan Miller, Esq.

    


    and:

    


    Blank
      Rome LLP

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: Robert
      J.
      Mittman, Esq.


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

    


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

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	 	 	 CHINA
              ASCENDANCE 
              ACQUISITION
                CORPORATION

            
	 	
            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

            
	 	INITIAL
              SHAREHOLDERS:


    

     

     

    
      	 	 	BRIGHT
              ELITE ENTERPRISES LIMITED
	 	 
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


    

    
      	 	 	 
	 	 
	 
 	
              
  

            	 
 
	
            	
              
              

            	
            
	 	
              

              CHENG
                JIA LIU

            


    

    
      
        	 	 	 
	 	 
	 
 	
                
  

              	 
 
	 	 	 
	 	
                
TERRY
                MCCARTHY


      

      
        
          
            
              	 	 	 
	 	 
	 
 	
                      
  

                    	 
 
	
                    	
                    	
                    
	 	
                      
HUI
                      YU HE
	 	 


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

              

                
                  	 	 
	 	
                          
                            

                          

                          MATTHEW
                            HAYDEN

                        
	 	 
	 	 
	 	
                          
                            

                          

                          STEVE
                            TAYLOR

                        
	 	 
	 	 
	 	
                          
                            
JOHN
                            LEMAK

                        
	 	 
	 	 
	 	
                          
                            
STEVE
                            KIRCHER

                        
	 	 
	 	 
	 	
                          
                            
SCOTT
                            HOOD

                        
	 	 
	 	 
	 	
                          
                            

                          

                          JIM
                            KENNEDY

                        
	 	 
	 	 
	 	
                          
                            

                          

                          RON
                            HELLER

                        
	 	 
	 	 
	 	
                          
                            

                          

                          MIKE
                            MORRIS

                        
	 	 
	 	 
	 	
                          
                            

                          

                          MERRY
                            LEE CARNALL

                        


                

                 

                
                  
                     

                  

                  
                    7

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  	 	 
	 	 
	 	
                          
                            

                          

                          ANCORA
                            GREATER CHINA FUND

                        
	 	 
	 	 
	 	
                          
                            
JOHN
                            P. MICKLITISH

                        
	 	 
	 	 
	 	
                          
                            
BILL
                            WELLS

                        
	 	 
	 	 
	 	
                          
                            
STEVE
                            BRONSON

                        
	 	 
	 	 
	 	
                          
                            

                          

                          BRIAN
                            LIN

                        
	 	 
	 	 
	 	
                          
                            

                          

                          CENTAUR
                            VALUE FUND, LP

                        
	 	 
	 	 
	 	
                          
                            

                          

                          UNITED
                            CENTAUR MASTER FUND

                        


                

              

               

               

            

          

        

      

    

    CONTINENTAL
      STOCK TRANSFER

    &
      TRUST COMPANY

    


    


     By:________________________________

    Name:
      

     Title:
      

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Initial
                Shareholder 

            	
              Number
                

              of
                Shares

            	
              Stock
                

              Certificate
                Number

            	
              Date
                of 

              Insider
                Letter