REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the __th
day of _____, 2008, by and among Chardan 2008 China Acquisition Corp., a British Virgin Islands business
company of limited liability (the “ Company ”), and the undersigned parties listed under “Investors” on the
signature page hereto (each, an “ Investor ” and, collectively, the “ Investors ”).
WHEREAS , the Investors currently hold all of the issued and outstanding securities of the Company;
WHEREAS , the Investors and the Company desire to enter into this Agreement to provide the
Investors with certain rights relating to the registration of Ordinary Shares, Warrants and Private Placement
Warrants owned by them and the Ordinary Shares they may acquire upon exercise of the Warrants and Private
NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
DEFINITIONS . The following capitalized terms used herein have the following meanings:
“ Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from
time to time.
“ Commission ” means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.
“ Company ” is defined in the preamble to this Agreement.
“ Demand Registration ” is defined in Section 2.1.1.
“ Demanding Holder ” is defined in Section 2.1.1.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
“ Form F-3 ” is defined in Section 2.3.
“ Indemnified Party ” is defined in Section 4.3.
“ Indemnifying Party ” is defined in Section 4.3.
“ Investor ” is defined i