Exhibit 10.11.7
_____ __, 2008
Chardan 2008 China Acqusition Corp.
Suite 18E, Tower A
Oriental Kenzo Plaza
48 Dongzhimenwai Street
Beijing, 100027
China
Brean Murray, Carret & Co.
570 Lexington Avenue
New York, New York 10022
Maxim Group LLC
405 Lexington Avenue, 2nd Floor
New York, New York 10174
Roth Capital Partners, LLC
24 Corporate Plaza
Newport Beach, California 92660
Re: Initial Public Offering
Gentlemen:
The undersigned, a shareholder of Chardan 2008 China Acquisition Corp. (the “ Company ”), in consideration
of Brean Murray, Carret & Co., LLC, Maxim Group LLC and Roth Capital Partners, LLC, acting as
representatives of the underwriters (the “ Underwriters ”), entering into an underwriting agreement, dated _____
__, 2008, to underwrite an initial public offering (“ IPO ”) of the securities of the Company and embarking on,
undertaking and continuing to participate in the IPO process, hereby agrees as follows (certain capitalized terms
used herein are defined in paragraph X hereof):
I.
Except with respect to any of the IPO Shares acquired by the undersigned in connection with or
following the IPO, the undersigned hereby (i) waives any and all right, title, interest or claim of any kind (a “
Claim ”) in or to all funds in the Trust Account and any remaining net assets of the Company upon liquidation of
the Trust Account and dissolution of the Company; (ii) 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 (iii) agrees that the
undersigned will not seek recourse against the Trust Account for any reason whatsoever.
II.
Other than a monthly fee of $7,500 for certain office space and general and administrative services to
be paid to Chardan Capital, LLC, neither the undersigned nor any affiliate of the undersigned (“ Affiliate ”) will
be entitled to receive, and no such person will accept, any compensation for services rendered to th