August 15, 2006
China Opportunity Acquisition Corp.
354 East 50th Street
New York, New York 10022
EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016
Re:
Initial Public Offering
Gentlemen:
The undersigned stockholder, officer and director of China
Opportunity Acquisition Corp. ("Company"), in consideration of
EarlyBirdCapital,
Inc. ("EBC") entering into a letter of intent ("Letter of Intent")
to underwrite
an initial public offering of the securities of the Company ("IPO")
and
embarking on the IPO process, hereby agrees as follows (certain
capitalized
terms used herein are defined in paragraph 15 hereof):
1.
If the Company solicits approval of its stockholders of a
Business Combination, the undersigned will vote all Insider Shares
owned by him
in accordance with the majority of the votes cast by the holders of
the IPO
Shares.
2.
In the event that the Company fails to consummate a Business
Combination within 24 months from the effective date ("Effective
Date") of the
registration statement relating to the IPO, the undersigned will
(i) cause the
Trust Fund (as defined in the Letter of Intent) to be liquidated
and distributed
to the holders of IPO Shares and (ii) take all reasonable actions
within his
power to cause the Company to liquidate as soon as reasonably
practicable. The
undersigned hereby waives any and all right, title, interest or
claim of any
kind in or to any distribution of the Trust Fund and any remaining
net assets of
the Company as a result of such liquidation with respect to his
Insider Shares
("Claim") and hereby waives any Claim the undersigned may have in
the
China Opportunity Acquisition Corp.
EarlyBirdCapital, Inc.
August 15, 2006
Page 2
future as a result of, or arising out of, any contracts or
agreements with
the Company and will not seek recourse against the Trust Fund for
any reason
whatsoever. In the event of the liquidation of the Trust Fund, the
undersigned
agrees to indemnify and hold harmless the Company against any and
all loss,
liability, claims, damage and expense whatsoever (including, but
not limited to,
any and all legal or other expenses reasonably incurred in
investigating,
preparing or defending against any litigation, whether pending or
threatened, or
any claim whatsoever) which the Company may become subject as a
result of any
claim by any vendor or other person who is owed money by the
Company for
services rendered or products sold or contracted for, or by any
target business,
but only to the extent necessary to ensure that such loss,
liability, claim,
damage or expense does not reduce the amount in the Trust Fund.
3.
In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present
to the
Company for its consideration, prior to presentation to any other
person or
entity, any suitable opportunity to acquire an operating business,
until the
earlier of the consummation by the Company of a Business
Combination, the
liquidation of the Company or until such time as the undersigned
ceases to be an
officer or director of the Company, subject to any pre-existing
fiduciary and
contractual obligations the undersigned might have.
4.
The undersigned acknowledges and agrees that the Company will
not consummate any Business Combination which involves a company
which is
affiliated with any of the Insiders unless the Company obtains an
opinion from
an independent investment banking firm reasonably acceptable to EBC
that the
business combination is fair to the Company's stockholders from a
financial
perspective.
5.
Neither the undersigned, any member of the family of the
undersigned, nor any affiliate ("Affiliate") of the undersigned
will be entitled
to receive and will not accept any compensation for services
rendered to the
Company prior to or in connection with the consummation of the
Business
Combination; provided that commencing on the Effective Date,
Edelson Technology
Inc. ("Related Party"), shall be allowed to charge the Company
$7,500 per month,
representing an allocable share of Related Party's overhead, to
compensate it
for the Company's use of Related Party's offices, utilities and
personnel.
Related Party and the undersigned shall also be entitled to
reimbursement from
the Company for their out-of-pocket expenses incurred in connection
with seeking
and consummating a Business Combination.
6.
Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate of the undersigned will be entitled
to receive or
accept a finder's fee or any other compensation in the event the
undersigned,
any member of the
China Opportunity Acquisition Corp.
EarlyBirdCapital, Inc.
August 15, 2006
Page 3
family of the undersigned or any Affiliate of the undersigned
origi
