UNDERWRITING AGREEMENT between CHINA DISCOVERY ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • March 30th, 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 • March 30th, 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”).
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”).
