REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2007 • China Discovery Acquisition Corp. • New York
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”).
UNDERWRITING AGREEMENT between CHINA DISCOVERY ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • April 13th, 2007 • China Discovery Acquisition Corp. • Blank checks • New York
The undersigned, China Discovery Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • March 30th, 2007 • China Discovery Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CHINA DISCOVERY ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2012.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 13th, 2007 • China Discovery Acquisition Corp. • Blank checks • New York
This Agreement is made as of _____________, 2007 by and between China Discovery Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 30th, 2007 • China Discovery Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2007 between China Discovery Acquisition Corp., a Cayman Islands corporation, with offices at 2666 East Bayshore Road, Suite B, Palo Alto, California 94303 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. NEW YORK, NEW YORK 10016 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • February 8th, 2007 • China Discovery Acquisition Corp. • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 30th, 2007 • China Discovery Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among CHINA DISCOVERY ACQUISITION CORP., a Delaware corporation (“Company”), BEATRICE HOM, WING YIP, MICHAEL HSU, VINCENT SHEN, FRANCOIS SHIH, LI WEN SHI and XIONG YIN (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
CHINA DISCOVERY ACQUISITION CORP.Service Agreement • February 8th, 2007 • China Discovery Acquisition Corp.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 25th, 2009 • China Discovery Acquisition Corp. • Blank checks
This Amendment No. 1 to Stock Purchase Agreement (this “Amendment No. 1”), dated June 23, 2009, is made by and among China Discovery Acquisition Corp., a Cayman Islands exempted limited life company (“Purchaser”), HeNan Smart Food Company Limited, a Chinese enterprise (the “Company”), Fenland Investments Limited (“Fenland”), a British Virgin Islands company, and Calendar Profits Limited (“Calendar”), a British Virgin Islands company, Honest Joy Group Limited (“Honest Joy”), a British Virgin Islands company, (Fenland, Calendar and Honest Joy each a “Seller,” and collectively, the “Sellers”), and Mr. Wang Youli (“Wang”), the ultimate beneficial owner of 92% of the equity interests of the Company and 100% of Fenland and amends the Stock Purchase Agreement by and among the foregoing parties dated April 8, 2009 (the “Purchase Agreement”). Any capitalized term not defined herein shall have the meaning for such term specified in the Purchase Agreement.
Subscription AgreementSubscription Agreement • February 8th, 2007 • China Discovery Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase ______ units (“Insider Units”), each consisting of one ordinary share (“Ordinary Shares”) and one warrant (“Warrant(s)”), each to purchase one Ordinary Share, at $6.00 per Insider Unit, and _______ Warrants (“Insider Warrants”) at $0.60 per Insider Warrant, of China Discovery Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $________ (“Purchase Price”). The purchase and issuance of the Insider Units and Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Units and Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2009 • Si Mei Te Food LTD • Blank checks
This Employment Agreement (the “Agreement”) is entered into this 1st day of May, 2009, between and among Hu Ye (“Employee”), a Canadian citizen (with a Canadian passport currently under the Passport Number of JX223402) resident in China, and Henan Smart Food Company Limited or its affiliated entities (“Smart Food” or the “Company”), a company incorporated in China.
