c50581_ex4-5.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







Exhibit 4.5 


WARRANT AGREEMENT 


          This Warrant Agreement made as of ___________, 2007, is between China Holdings Acquisition Corp., a Delaware corporation, with offices at 33 Riverside Avenue, 5th Floor Westport, CT
06880 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the
“Warrant Agent”). 


          WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of units, each unit comprised of
one share of Common Stock (as defined below) and one Public Warrant (as defined herein) (the “Units”) and, in connection therewith, has determined to issue and
deliver (i) up to 11,500,000 warrants (the “Public Warrants”) to the public investors, and (ii) 2,750,000 warrants in a private placement immediately prior to the
Public Offering (the “Placement Warrants” and, together with the Public Warrants (the “Warrants”), each of such Warrant evidencing the right of the holder thereof to purchase one share of common stock, par value $.001 per share, of the Company’s Common Stock (the “Common
Stock”) for $7.50, subject to adjustment as described herein; and 


          WHEREAS, the Company has filed, with the Securities and Exchange Commission, a registration statement, No. 333-145085, on Form S-1, as amended (the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”), of,
among other securities, the Public Warrants and the Common Stock issuable upon exercise of the Public 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 legally valid and binding obligations of the Company, and to authorize the execution and delivery of this Warrant 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 Public Warrant and Placement
Warrant shall be (a) issued  in registered form only, (b) in substantially the
forms of Exhibit A-1 and Exhibit A-2 hereto, respectively, the provisions of
which are incorporated herein, (c) signed by, or bear the facsimile signature
of, the Chairman of the Board or, the Chief  Executive Officer or the President,
and the Treasurer, Secretary or Assistant Secretary of the Company, and (d) 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. 













                    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. Warrant certificates
shall be dated the date of countersignature by the Warrant Agent. 


                    2.3    Registration.


                             2.3.1      Warrant
Register. The Warrant Agent shall maintain
books  (“Warrant Register”),
for the registration of the original issuance and transfers 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 not be
separately transferable until 35 days after the date hereof unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading (the “Detachment Date”), but in no event will Citigroup Global Markets Inc. 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 Underwriters’ over-allotment option, if the over-allotment option is exercised prior to the filing of
the Form 8-K. 


          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 $7.50 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 (as defined below); provided, 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 (a) the consummation by the Company of a merger, stock exchange, asset acquisition, reorganization or other similar
business combination, as described more fully in the Company’s Registration Statement (“Business Combination”), or (b) [one
year from the date of the prospectus] 2008, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) [five years from the date of the
prospectus], 2012, 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 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 


2 













                    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, in lawful money of the United States, in cash, good certified check or good bank draft payable to the order of the Company (or
as otherwise agreed to by the Company), 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, the exchange of the Warrant for
the Common Stock, and the issuance of the Common Stock. 


                             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 representing the number of full shares of Common Stock to which he, she or it 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 or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have
been exercised or surrendered. Subject to Section 7.4 and notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with
respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders or (b) in the
opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other
jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the
Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled
to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise (unless pursuant to Section 4.5) or otherwise “net
cash settle” the Warrant.  In the event that a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrants, will have paid the full purchase price for the Unit solely for the shares of
Common Stock included in such Unit. 


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


                             3.3.4     Date of Issuance. Each person or entity 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. 


3 













                    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 Sections 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,
(a) 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 (b) the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. 


                    4.4     Extraordinary Dividends. If the Company, at any time during the Exercise
Period, shall pay a dividend in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (w) as described in Sections 4.1, 4.2 or 4.5,
(x) regular quarterly or other periodic dividends, (y) in connection with the conversion rights of the holders of Common Stock upon consummation of the Company’s Initial Business Combination (as such term is used in the Company’s Amended
and Restated Certificate of Incorporation) or (z) in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s
Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.


                    4.5     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 Sections 4.1 or 4.2 hereof or one 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 Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.5. The provisions of this Section 4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. 


                    4.6     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, 4.4 or 4.5 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 













                    4.7     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 to the nearest whole number the number of the shares of Common Stock to be
issued to the Warrant holder. 


                    4.8     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. 


                    4.9     Notice of Certain Transactions. In the event that the Company shall propose to
(a) offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or
warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Warrant holders a notice of such
proposed action or offer. Such notice shall be mailed to the registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date
such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any
other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Article 4
which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above at least 10 days
prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action at least 20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier.


                    4.10    Other
Events. If any event occurs as to which
the foregoing provisions of  this Article 4 are not strictly applicable or, if
strictly applicable, would not, in the good faith judgment of the Board, fairly
and adequately protect the purchase rights of the registered holders of the Warrants
in accordance with the essential  intent and principles of such provisions, then
the Board shall make such adjustments in the application of such provisions,
in accordance with such essential intent and principles, as shall be reasonably
necessary, in the good faith opinion of the  Board, to protect such purchase
rights as aforesaid.


          5.      Transfer and Exchange of Warrants. 


                    5.1     Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Public Unit on the register
relating to such Units shall operate also to transfer the Warrants included in such Unit. From and after the Detachment Date this Section 5.1 will have no further force and effect. 


                    5.2     Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant into 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 


5 













cancelled shall be delivered by the Warrant Agent to the Company from time to time upon the Company’s request. 


                    5.3     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 a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall 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. 


                    5.4     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. 


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


                    5.6     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. 


                    5.7     Placement Warrants. Notwithstanding anything herein to the contrary, the
Warrant Agent shall not register for transfer any Placement Warrants until after the Initial Business Combination, except for transfers (a) to an entity’s beneficiaries upon its liquidation, (b) to relatives and trusts for estate planning
purposes, (c) pursuant to the laws of descent and distribution upon death, (d) pursuant to a qualified domestic relations order, (e) to officers, directors and employees of the Company and persons affiliated with the Company’s founders or (f)
by private sales with respect to up to 33% of the common stock held by the holders of the Placement Warrants 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 the permissive transfers set forth above may be implemented only upon the respective transferee’s written agreement with the Company to be bound by the terms and conditions of such transfer
restrictions.


          6.      Redemption. 


                    6.1     Redemption. Subject to the penultimate and final sentences of this Section
6.1, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time after they become exercisable and there is an effective Registration Statement covering the shares of Common Stock issuable upon exercise
of the Warrants current and available and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, in whole but not in part, at the price of $.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock has been equal to or greater than $14.25 per share for any twenty (20) trading days within a thirty (30) trading day
period ending on the third business day prior to the date on which notice of redemption is given. No Placement Warrants shall be redeemable so long as such Placement Warrant is held in the name of the original person or entity to which the Company
issued such Placement Warrant. 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 Warrants current and available throughout the “30-day redemption period” and a prospectus is available. 


                    6.2     Date Fixed for, and Notice of, Redemption. In the event the Company shall
elect to redeem all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall 


6 













be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the Warrant Register. 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 Warrants may be exercised in
accordance with Section 3 of this Warrant Agreement 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 holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 


                    6.4     Exclusion of Placement Warrants. Notwithstanding anything in this Warrant
Agreement to the contrary, the Placement Warrants shall not be subject to redemption. 


          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 or 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 terms 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 Warrant Agreement. 


                    7.4     Registration of Common Stock. The Company agrees that prior to the
commencement of the Exercise Period, it shall use its best efforts to prepare and 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 the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon
exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration statement and ensure
that a prospectus is available for delivery to the Warrant holders until the expiration of the Warrants in accordance with the provisions of this Warrant Agreement. The Warrants shall not be exercisable and the Company shall not be obligated to
issue Common Stock unless, at the time a holder seeks to exercise warrants, a prospectus related to the Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under
the laws of the state of residence of the holder of the Warrants. In addition, the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of exercising warrant holders, if
permitted by the blue sky laws of such jurisdictions, in the event that an exemption is not available. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in shares of
Common Stock, regardless of whether the Company complies with this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Citigroup Global Markets Inc. 


7 













                    7.5     Limitation on Monetary Damages. In no event shall the Registered Holder of a
Warrant be entitled to receive monetary damages for failure to settle any Warrant exercise if the Common Stock issuable upon exercise of the Warrants has not been registered with the Securities and Exchange Commission pursuant to an effective
registration statement or if a current prospectus is not available for delivery by the Warrant Agent, provided the Company has fulfilled its obligations under Section 7.4 to use its best efforts to effect such registration and ensure a current
prospectus is available. 


          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, her or its 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. 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 have its principal office in the Borough of Manhattan, City and State of New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. 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 Warrant Agreement without any
further act on the part of the Company or the Warrant Agent. 


                         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 Warrant Agent hereunder as set forth on Exhibit B hereto 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 













                              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
Warrant 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 Chief Executive Officer, Chief Financial Officer 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 Warrant 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 Warrant 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 Warrant 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
Warrant 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 Warrant 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 Warrant 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 the Company’s Common Stock through the exercise of Warrants. 


                    8.6     Waiver. The Warrant Agent hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee
thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 


             9.       Miscellaneous Provisions. 


                    9.1     Successors. All the covenants and provisions of this Warrant 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 delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by
the Company with the Warrant Agent) as follows: 


9 












	          	          	China Holdings Acquisition Corp. 

      33 Riverside Avenue, 5th Floor 

      Westport, CT 06880 

      Attn: Paul K. Kelly,  Chief
    Executive Officer 
	 	 	 
	Any notice, statement or demand authorized
        by this Warrant Agreement to be given or made by the holder of any Warrant
        or by the Company to or on the Warrant Agent shall be delivered by hand
        or sent by registered or certified mail or overnight courier service,
        addressed (until another address is filed in writing by the Warrant Agent
    with the Company), as follows: 
	 	 	 
	 	 	[Name] 

      [Address] 

      [Address] 

      Attn: Compliance Department 
	 	 	 
	 	
      with a copy in each case to (which shall not
    constitute notice): 
	 	 	 
	 	 	Bingham McCutchen LLP 

      399 Park Avenue 

      New York, New York 10022 

      Attn: Ann F. Chamberlain, Esq. 

      

      Citigroup Global Markets Inc. 

      388 Greenwich Street 

      New York, New York 10013 

      Attn: General Counsel 


Any notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery
to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof


                    9.3     Applicable Law. The validity, interpretation, and performance of this Warrant
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Warrant 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 inconvenient 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 Warrant Agreement. Nothing in this Warrant
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 6.1, 7.4, 9.2 and 9.8 hereof, the Underwriters, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Each Underwriter
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 6.1, 7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and
exclusive benefit of the parties hereto (and the Underwriters with respect to the Sections 6.1, 7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the Registered Holders of the Warrants. 


10 













                    9.5     Examination of the Warrant Agreement. A copy of this Warrant 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, her
or its Warrant for inspection. 


                    9.6     Counterparts- Facsimile Signatures. This Warrant Agreement may be executed in
any number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures shall constitute original
signatures for all purposes of this Warrant Agreement. 


                    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. 


                              9.8.1     This Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant
agreement (a “Supplemental Agreement”), without the consent of any of the Warrant holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this agreement that is not inconsistent with the provisions of this agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company contained in this agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to
the covenants of the Company for the benefit of the Holders or surrendering any right or power conferred upon the Company under this Agreement, or (viii) amending this agreement and the Warrants in any manner that the Company may deem to be
necessary or desirable and that will not adversely affect the interests of the Warrant holders in any material respect. 


                              9.8.2     The Company and the Warrant Agent may amend this Warrant Agreement and the Warrants by executing a Supplemental
Agreement with the consent of the Holders of not fewer than a majority of the unexercised Warrants affected by such amendment, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Holders under this Warrant Agreement; provided, however, that, without the consent of each of the Warrant holders affected thereby, no such amendment may be made that (i) changes the Warrants
so as to reduce the number of Shares purchasable upon exercise of the Warrants or so as to increase the Exercise Price (other than as provided by Section 4), (ii) shortens the
period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights of the Holders in any material respect, or (iv) reduces the number of unexercised Warrants the holders of which must consent for
amendment of this agreement or the Warrants. Notwithstanding anything contained herein to the contrary, Section 9 may be amended only by the parties hereto with the consent of the Underwriters. 


                              9.8.3     The parties hereto acknowledge that each Underwriters shall be an intended third party beneficiary of this Section
9.8. 


                    9.9     Severability. This Warrant Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 


11 













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

	 	CHINA HOLDINGS ACQUISITION CORP. 
	 	 	 
	 	By:  	/s/ 

	 	 	Paul K. Kelly, Chief Executive Officer 
	 	 	 
	 	[                     ] 
	 	 
	 	By:  	/s/ 

	 	 	[Name] 
	 	 


12 












EXHIBIT A-I 



Form of Public Warrant

 

 

 

 


13 













EXHIBIT A-2 



Form of Placement Warrant

 

 

 

 


14 













EXHIBIT B 



Warrant Agent Fees

 

 

 

 


15