PLACEMENT WARRANT PURCHASE AGREEMENT


 


PLACEMENT WARRANT PURCHASE AGREEMENT
(this “Agreement”) made as of this [___] day of [___], 2012 among Chardan Metropol Acquisition Corp, a British Virgin
Islands company (the “Company”) and the undersigned parties listed under Purchasers on the signature page hereto (each,
a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, the Company has filed with
the Securities and Exchange Commission (“SEC”) a registration statement on Form F-1, as amended (File No. 333-[____])
(the “Registration Statement”), in connection with the Company’s initial public offering (the “IPO”)
of up to [_______] units, each unit (“Unit”) consisting of one Series A Share of the Company, par value $0.0001
per share (the “Series A Shares”), and one warrant, (the “Warrants”) to purchase one ordinary share; and


 


WHEREAS, the Company desires to sell
in a private placement to the Purchasers (the “Placement”) an aggregate of [_______] Warrants (the “Placement
Warrants”) substantially identical to the Warrants being issued in the IPO pursuant to the terms and conditions hereof and
as set forth in the Registration Statement, except that the Placement Warrants to be issued in the Placement shall not be registered
under the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS, each Purchaser desires to
acquire the number of Placement Warrants set forth opposite his or her name on Schedule A hereto;


 


WHEREAS, the Placement Warrants shall
be governed by the Warrant Agreement filed as an exhibit to the Registration Statement (the “Warrant Agreement”); and


 


WHEREAS, the Purchasers are entitled
to registration rights with respect to the Placement Warrants and the ordinary shares underlying such Placement Warrants (collectively,
the “Registrable Securities”) on the terms set forth in the Registration Rights Agreement filed as an exhibit to the
Registration Statement.


  


NOW, THEREFORE, for and in consideration
of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


1.           Purchase
of Placement Warrants. The Purchasers hereby agree, directly or through nominees, to purchase an aggregate of [_______] Placement
Warrants at a purchase price of $[___] per Placement Warrant, or an aggregate of approximately $[_______] (the “Purchase
Price”). Such purchases shall be in the names and amounts set forth on Schedule A hereto.


 


2.          Closing.
The closing of the purchase and sale of the Placement Warrants (the “Closing”) will take place at such time and place
as the parties may agree (the “Closing Date”), but in no event later than immediately prior to the closing of the IPO.
At least 24 hours prior to the date on which the SEC declares the Registration Statement effective (the “Effective Date”),
the Purchasers shall pay the Purchase Price by wire transfer of funds to an account maintained by Loeb & Loeb LLP (“Loeb”),
counsel for the Company. Immediately prior to the closing of the IPO, Loeb shall deposit the Purchase Price into the trust account
described in the Registration Statement (the “Trust Account”). The certificates for the Warrants comprising the Placement
Warrants shall be delivered to the Purchasers promptly after the closing of the IPO.


 


3.          Redemption.
The Placement Warrants shall not be redeemable.


 



    	 



    	 



    

 


4.           Cashless
Exercise. The Placement Warrants may be exercised on a cashless basis any time while they are exercisable and prior to their
expiration in accordance with the terms set out in the Warrant Agreement.


 


5.           Escrow
of Placement Warrants. The Placement Warrants shall be held in escrow from the Effective Date until the earlier of the consummation
by the Company of an Acquisition Transaction, or, if the Acquisition Transaction is completed without granting the Company’s
shareholders redemption rights in connection with such Acquisition Transaction, the consummation of a post-acquisition tender offcer
(the “Escrow Period”). The terms and conditions of the escrow of the Placement Warrants and their release therefrom
shall be set forth in the Securities Escrow Agreement, dated as of [____], 2012, amont the Company and the Purchasers. Any terms
not herein defined shall have the meanings assigned to them in such Securities Escroa Agreement.


 


6.          Waiver
of Liquidation Distributions. In connection with the Placement Warrants purchased pursuant to this Agreement, the Purchasers
hereby waive any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company in the
event of a liquidation of the Company upon the Company’s failure to timely complete an Acquisition Transaction. For purposes
of clarity, any ordinary shares purchased in the IPO or the aftermarket by the Purchasers shall be eligible to receive any liquidating
distributions by the Company.


 


7.          Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants on behalf of itself to the Company that:


 


7.1      Such
Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities
Act.


 


7.2      The
Placement Warrants are being acquired by such Purchaser for such Purchaser’s own account, only for investment purposes and
not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities
Act.


 


7.3      Such
Purchaser has the full right, power and authority to enter into this Agreement and this Agreement is a valid and legally binding
obligation of such Purchaser enforceable against such Purchaser in accordance with its terms.


 


8.          Waiver
and Indemnification. The Purchasers hereby waive any and all rights to assert any present or future claims, including any right
of rescission, against the Company with respect to their purchase of the Placement Warrants, and each Purchaser agrees jointly
and severally to indemnify and hold the Company harmless from all losses, damages or expenses that relate to claims or proceedings
brought against the Company by any Purchaser of the Placement Warrants or their transferees, heirs, assigns or any subsequent holders
of the Placement Warrants.


 


9.          Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart
may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.


 



    	2



    	 



    

 


10.      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 any other jurisdiction. Each of the parties 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. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


[Signature Page Follows]


 



    	3



    	 



    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first written above.


 


	 	CHARDAN METROPOL ACQUISITION CORP.


 


	 	By:	
 


	 	Name:	 
	 	Title:	 


 


	 	Purchasers:
	 	 
	 	
         

 


	 	 
	 	
         

 




 


	 	By:	
 


	 	Name:	 
	 	Title:	 


  


	 	By:	
 


	 	Name:	 
	 	Title:	 


 


	 	By:	
 


	 	Name:	 
	 	Title:	 


 


Placement Warrant Purchase Agreement


 



    	4



    	 



    

 


EXHIBIT A


 


	Purchaser


	 	 	Placement Warrants	 	Purchase Price


	 
	 	 	 	 	 	 	 $            	                	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total:	 	 	 	 	 $            	                 	 



 








    	5