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:
Bailen Zheng ("Stockholder"), a stockholder 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 13 hereof):
1.
If the Company solichis approval of his stockholders of a
Business Combination, Stockholder will vote all Insider Shares
owned by it 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, Stockholder will vote
all Insider
Shares owned by it in favor of the Company's decision to liquidate.
Stockholder
hereby waives any and all right, title, interest or claim of any
kind in or to
any distribution of the Trust Fund (as defined in the Letter of
Intent) 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 it may
have in the
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.
3.
Stockholder 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.
4.
Neither Stockholder, any control person of Stockholder
("Control Person"), nor any affiliate of Stockholder ("Affiliate")
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 Stockholder shall be entitled to
reimbursement from
the Company for his out-of-pocket expenses incurred in connection
with seeking
and consummating a Business Combination.
5.
Neither Stockholder, any Control Person, nor any Affiliate
will be entitled to receive or accept a finder's fee or any other
compensation
in the event the undersigned, any Control Person or any Affiliate
of the
undersigned originates a Business Combination.
6.
Stockholder will escrow all of his Insider Shares acquired
prior to th
