REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the ___
day of _____, 2007, by and among China Discovery Acquisition Corp., a Cayman Islands corporation (the “
Company ”) and the undersigned parties listed under Investor 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 held by them;
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.
“ Ordinary Shares ” means the Ordinary Shares, par value $0.0001 per share, of the Company.
“ 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 S-3 ” is defined in Section 2.3.
“ Indemnified Party ” is defined in Section 4.3.
“ Indemnifying Party ” is defined in Section 4.3.
“ Insider Securities ” means the units and warrants being purchased privately by certain of the Investors