FORM OF LETTER AGREEMENT WITH
STEVEN WANG, MARK TAN, LARRY LIOU, JAMES MA, STANLEY CHANG, RON
HARROD
China
Healthcare Acquisition Corp.
1233 Encino Drive
Pasadena, California 91108
Ferris, Baker
Watts, Incorporated
120 Light Street, 8 th Floor
Baltimore, Maryland 21202
Re: Initial
Public Offering
The undersigned
officer and director and stockholder of China Healthcare
Acquisition Corp. (“ Company ”), in
consideration of Ferris, Baker Watts, Incorporated (“
FBW ”) 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 11 hereof):
1. If the
Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all shares of Common Stock
of the Company, including the Insider Shares and IPO Shares, owned
by him in accordance with the majority of the votes cast by the
holders of the IPO Shares.
2. The
undersigned acknowledges that he is purchasing his Insider Shares
for investment and not with a view to the distribution thereof, and
acknowledges the certificate representing such shares shall bear a
restrictive legend. The undersigned will escrow his Insider Shares
until six months after the consummation of a Business Combination
subject to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable
to the Company.
3. In the
event that the Company fails to consummate a Business Combination
within 18 months from the effective date (“
Effective Date ”) of the registration statement
relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned
will 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 (“ Claim ”) in or to
any distribution of the Trust Fund (as defined in the Letter of
Intent) with respect to his Insider Shares and waives any Claim the
undersigned 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.
4. 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
China
Healthcare Acquisition Corp.
Ferris, Baker Watts, Incorporated
June ___, 2006
Page 2
be an officer
or director of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have, including, but not limited
to, the undersigned’s obligation to present business
opportunities to _________.
|
