Form of  Warrant Purchase Agreement




 Exhibit 10.6 
  
                                       
                      , 2005 
  
 I-Bankers Securities Incorporated 
 1560 East Southlake Boulevard, Suite 232 
 Southlake, Texas 76092 
  
 Re: Shanghai Century Acquisition Corporation 
  
 Gentlemen: 
  
 This letter will confirm the agreement of Franklin D. Chu, Anthony Kai Yiu Lo, Ronald Joseph
Arculli, Humphrey P. Polanen, and Raymond Ch’ien (collectively, the “Initial Shareholders”), on the one hand, and I-Bankers Securities Incorporated and
                         (the “Representatives”), on the other hand, with respect to the purchase of certain
warrants to purchase ordinary shares (the “Warrants”) of Shanghai Century Acquisition Corporation (the “Company”) included in the units (“Units”) being sold in the Company’s initial public offering
(“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one ordinary share, par value $0.0005 per share, of the Company (the “Ordinary Shares”) and one Warrant to purchase one Ordinary Share. The
Ordinary Shares and Warrants will not be separately tradable until 90 days after the effective date of the Company’s IPO unless the Representatives informs the Company of their decision to allow earlier separate trading. 
  
 1. Each of the Initial Shareholders, the Representatives and their respective affiliates and
designees will enter into an agreement or plan (a “10b5-1 Plan”) in accordance with the terms of this letter and with the guidelines specified in Rule 10b5-1 (“Rule 10b5-1”) promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), with a broker-dealer registered under Section 15 of the Exchange Act who shall be mutually acceptable to the Initial Shareholders and the Representatives (the “Broker”) and which
shall agree to effect all such purchases pursuant to the 10b5-1 Plans on a commission-free basis. 
  

	2.	The 10b5-1 Plans entered into pursuant hereto shall, among other things: 

  
 (a) provide for the purchase on a several basis pursuant to the 10b5-1 Plans of up to a maximum of 1,500,000 Warrants (the “Initial
Shareholders’ Maximum Warrant Purchase”) in the aggregate by the Initial Shareholders, their affiliates and their designees; 
  
 (b) provide for the purchase pursuant to the 10b5-1 Plans of up to a maximum of 1,000,000 Warrants (the “Representatives’ Maximum Warrant
Purchase”) in the aggregate by the Representatives, their affiliates and their designees; 








 (c) provide that all purchases of Warrants pursuant to the 10b5-1 Plans shall be made only in the public
market, at market prices not to exceed $1.00 per Warrant, and shall occur only during the 20-trading day period (the “Trading Window”) commencing on the later of (i) the date separate trading of the Warrants has commenced or
(ii) 60 calendar days after the end of the IPO “restricted period” as defined in Regulation M (“Regulation M”) promulgated under the Exchange Act; 
  
 (d) provide instructions to the Broker to make, keep, and produce promptly upon request a daily time-sequenced schedule of
all Warrant purchases made pursuant to the 10b5-1 Plans; 
  
 (e)
provide irrevocable instructions to the Broker to fill the order of each party to each such 10b5-1 Plan in such amounts and at such times as the Broker may determine, in its sole discretion, during the Trading Window; 
  
 (f) contain a representation and warranty by each party that such party is
not aware of any material nonpublic information concerning the Company or any securities of the Company and is entering into the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5
promulgated under the Exchange Act; and 
  
 (g) provide that each
party, while the Rule 10b5-1 Plan is in effect, shall comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into or altering a corresponding or hedging transaction or position with respect to the Company’s
securities and that such party shall not, directly or indirectly, communicate any material nonpublic information relating to the Company or the Company’s securities to any officer, director or employee of the Representatives or the Broker.

  
 3. None of the Initial Shareholders, the Representative or their respective
affiliates and designees have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Warrants by the Broker or any person. 
  
 4. Each of the parties hereto agrees that the Warrants acquired pursuant to this agreement and the Rule 10b5-1 Plans shall not be sold
or transferred until the earlier of the consummation by the Company of a stock exchange, asset acquisition or other similar business combination; provided, however, nothing contained herein shall preclude a sale or transfer (i) by gift to the
immediate family of a member of any Initial Shareholder or to a trust, the beneficiary of which is any Initial Shareholder or a person in the immediate family of such Initial Shareholder, (ii) by virtue of the laws of descent and distribution
upon death of any Initial Shareholder, (iii) pursuant to a qualified domestic relations order, or (iv) pursuant to a transfer of record ownership whereby there is no change in beneficial ownership; provided, further, 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 paragraph. Each party hereto acknowledges that the certificates for such Warrants shall contain a
legend indicating such restriction on 

  

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transferability. It is further understood and acknowledged by each party hereto that all Warrants purchased pursuant to this letter and the Rule 10b5-1
Plans shall be non-callable by the Company for so long as such Warrants are held by the purchaser thereof or its permitted transferee. 
  
 5. Each of the parties hereto hereby covenants and agrees that such party and its respective affiliates and designees shall comply with, and shall take all actions
reasonably necessary to cause compliance by the Broker with, the following conditions: 
  
 (a) The Company and the Representative shall provide to the Division of Market Regulation of the Securities and Exchange Commission (the “Division”) promptly upon request, a daily time-sequenced schedule of
all Warrant purchases made pursuant to the 10b5-1 Plans, on a transaction-by-transaction basis, including: (i) size, broker, time of execution, price of purchase; and (ii) the exchange, quotation system, or other facility through which the
Warrant purchase occurred; 
  
 (b) Upon the request of the
Division, the Company and the Representative shall transmit the information as specified in paragraph 5(a) to the Division at its headquarters in Washington, D.C. within 30 days of its request; and 
  
 (c) Representatives of the Company, the Initial Shareholders, the
Representative and the respective designees of the Initial Shareholders and the Representative shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries by the Division regarding
their purchase(s). 
  
 6. This agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof. This agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto and shall be binding upon each of the
parties hereto and their respective heirs, successors and assigns. 
  
 Very truly yours, 
  
  
                                       
                                        
                                        
                          
 Franklin D. Chu 
  
  
                                       
                                        
                                        
                          
 Anthony Kai Yiu Lo 
  
  
                                       
                                        
                                        
                          
 Ronald Joseph Arculli 
  

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 Humphrey P. Polanen 
  
  
                                       
                                        
                                        
                          
 Raymond Ch’ien 
  
  
 AGREED: 
  
 I-Bankers Securities Incorporated 
  

			
		
	By:	 	 
		
	Name:	 	 
		
	Title	 	 

  

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