Form of Warrant Agreement



 EXHIBIT 4.5 
 WARRANT AGREEMENT 
 This Warrant Agreement (this “Agreement”) is made as of
                    , 2007 by and between 2020 ChinaCap Acquirco, Inc., a Delaware corporation (the “Company”) and Continental Stock
Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (hereinafter referred to as the “Warrant Agent”). 
 WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of its units (the “Units”), each Unit
consisting of one share of common stock, par value $.001 per share (“Common Stock”) and one warrant, each warrant to purchase one share of Common Stock for $5.25, subject to adjustment as described herein. In connection therewith, the
Company (a) will issue and deliver up to (i) 7,500,000 Warrants (“Public Warrants”) to the public investors and (ii) 550,000 Warrants to Morgan Joseph & Co. Inc. (“Morgan Joseph”) or its designee
(“Representative’s Warrants”) and (b) will issue and deliver pursuant to a Warrant Purchase Agreement dated
                    , 2007 (the “Warrant Purchase Agreement”) between the Company, Win Wide International Ltd., an international
business company incorporated under the laws of the British Virgin Islands ( “Win Wide”) and Surfmax Co-Investments II, LLC, a Delaware limited liability company (“SurfmaxII”) in a private placement, which will occur
simultaneously with the consummation of the Public Offering, an aggregate of 2,265,000 warrants to be purchased by Win Wide and Surfmax II, each warrant evidencing the right of the holder thereof to purchase one share of the Common Stock for a price
of $5.25 (“Insider Warrants” and together with the Public Warrants and Representative’s Warrants, the “Warrants”); and 
 WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-142255 (the “Registration Statement”), for the
registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants; and 
 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and 
 WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the
Warrants; and 
 WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when
executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 
 1.  Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 
 2.  Warrants. 
 2.1.      Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of “Exhibit A” hereto, the provisions of which are incorporated herein and
shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to serve in such capacity at the date of issuance.

  







 2.2.       Effect of Countersignature. Unless and
until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 
 2.3.       Registration. 
     2.3.1. Warrant Register. The Warrant Agent shall maintain books for registration of the original issuance and the registration of transfer of the Warrants (the “Warrant Register”). Upon the initial
issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company

     2.3.2. Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary. 
 2.4.      Detachability of Warrants. The Warrants and Common Stock comprising the Units will not be separately transferable until ninety (90) days after the effective date of the Registration
Statement unless Morgan Joseph informs the Company of its decision to allow earlier separate trading, but in no event will Morgan Joseph allow separate trading of the Warrants and Common Stock comprising the Units until the Company files a Current
Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering, including the proceeds received by the Company from the exercise of the Representative’s
over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K (such date being referred to herein as the “Detachment Date”). 
 2.5.      Public Warrants. Insider Warrants and Representatives’ Warrants. The
Representative’s Warrants shall have the same terms and be in the same form as the Public Warrants. The Insider Warrants shall have the same terms and be in the same form as the Public Warrants, except that the Insider Warrants are exercisable
on a cashless basis as provided in Section 3.3.1 hereof. 
  

	 3.
	 Terms and Exercise of Warrants  


 3.1.      Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $5.25 per whole share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised, provided that any such adjustment
shall be identical in percentage terms among all of the Warrants. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date; provided, that any such reduction shall be identical in percentage terms among
all of the Warrants, and provided, further, that any reduction in Warrant Price must remain in effect for at least ten (10) business days. 
 3.2.      Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (i) the consummation by the
Company of a merger, capital stock exchange, asset or stock acquisition or other similar business combination, as described more fully in the Company’s Registration Statement (a “Business Combination”) or
(ii)             , 2008, [one year from date of prospectus] and terminating at 5:00 p.m., New York City time on the earlier to occur of
(i)             , 2012 [five years from date of prospectus] or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this
Agreement (the “Expiration Date”). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not exercised on 








 
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date, provided that any such extension shall be identical in duration among all of the Warrants. Should the
Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to the American Stock Exchange as required by the American Stock Exchange. 
 3.3.      Exercise of Warrants. 
 3.3.1.      Exercise Procedure and Payment. Subject to the provisions of the Warrants and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by surrendering it, at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by paying in full, in lawful money of the United
States, in cash, good certified check or good bank draft payable to the order of the Company, the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the
exercise of the Warrant, the exchange of the Warrant for the Common Stock and the issuance of the Common Stock. Provided that the Insider Warrants are held by Insiders or their affiliates at the time of such exercise, in the event of a redemption of
Warrants pursuant to Section 6 hereof, the Insider Warrants may be exercised on a “cashless basis” by surrendering the Insider Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (a) the
product of the number of shares of Common Stock underlying the Warrants multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (b) the Fair Market Value. Solely for purposes of this
Section 3.3.1, the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to holders of Warrants pursuant to Section 6 hereof. 
     3.3.2.  Issuance of
Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder of such Warrant a certificate or certificates for the number
of full shares of Common Stock to which the Registered Holder is entitled, registered in such name or names as may be directed by the Registered Holder, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the
number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (i) a registration statement under
the Act with respect to the Common Stock issuable upon such exercise is effective or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are
qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. Warrants may not be exercised by, or securities issued to, any Registered Holder in any
state in which such exercise or issuance would be unlawful. In no event will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in shares of Common Stock if the
Common Stock underlying the Warrants is not covered by an effective registration statement. Accordingly, the Warrants may expire unexercised and worthless if a current registration statement covering the Common Stock is not effective. 
     3.3.3.  Valid Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable. 
     3.3.4.  Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 
 4.  Adjustments. 







 4.1.      Stock Dividends—Split-Ups. If after
the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of
Common Stock. 
 4.2.      Aggregation of Shares. If after the date hereof, and subject
to the provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock. 
 4.3.      Adjustments in Warrant Price. Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter. 
 4.4.      Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by
Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had
exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers. 
 4.5.      Notices of Changes in Warrant. Upon every adjustment of the
Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 
 4.6.      No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such 








 
exercise, round up or down to the nearest whole number the number of the shares of Common Stock to be issued to the Warrant holder. 
 4.7      Extraordinary Dividend. If the Company, at any time while the Warrants are outstanding
and unexpired, shall pay a dividend in cash or securities to the holders of the Common Stock (or shares of the Company’s capital stock into which the Warrants are convertible), then upon the exercise of the Warrants, the registered holder shall
be entitled to a proportionate share of any such dividend as if the shares of Common Stock purchased upon exercise hereof by such registered holder had been purchased and outstanding on the record date fixed for the determination of the holders of
the Common Stock entitled to receive such dividend. 
 4.8.      Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.  
 5.  Transfer and Exchange of Warrants. 
 5.1.      Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose
of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. From and after the Detachment
Date this Section 5.1 will have no further force and effect. 
 5.2      Registration
of Transfer. After the Detachment Date, the Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer (taking into account the transfer restrictions set forth in Section 2.4). Upon any such transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 
 5.3.      Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 
 5.4.      Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of
a warrant certificate for a fraction of a warrant. 
 5.5.      Service Charges. No
service charge shall be made for any exchange or registration of transfer of Warrants. 
 5.6.      Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued
pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant 








 
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 
 5.7      Insider Warrants. Notwithstanding anything herein to the contrary, the Warrant Agent shall
not register for transfer any Insider Warrants until after the consummation by the Company of a Business Combination, unless and only in the event that the Warrant Agent receives a written opinion of legal counsel for the Company stating that such
transfer is permitted by Section 1.C of the Warrant Purchase Agreement. 
 6.  Redemption.

 6.1.      Redemption. Subject to Section 6.4 hereof, the Company may, at
its option, redeem not less than all of the outstanding Warrants at any time after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of
$.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock has been at least $11.50 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading
days within any thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided, further, that there is an effective registration statement with respect to the Common Stock
to enable the exercise of the Warrants during the period specified in Section 6.3 hereof. The provisions of this Section 6.1 may not be modified, amended or deleted without the prior written consent of Morgan Joseph.

 6.2.      Date Fixed for, and Notice of, Redemption. In the event the Company shall
elect to redeem all of the Warrants, the Company shall fix a date and time for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice. 
 6.3.      Exercise After Notice of Redemption. The Warrants may be exercised for cash (or, with respect to the Insider Warrants, on a cashless basis in accordance with Section 3.3.1 of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 
 6.4.      Outstanding Warrants Only. The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights
to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption are met,
including the opportunity of the Warrant Holder to exercise prior to redemption pursuant to Section 6.3. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of Morgan Joseph.

 7.  Other Provisions Relating to Rights of Holders of Warrants. 
 7.1.      No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any
of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the
meetings of stockholders or the election of directors of the Company or any other matter. 
 7.2.      Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or 








 
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of
like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone. 
 7.3.      Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

 7.4      Registration of Common Stock. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration under the Act of the Common Stock issuable upon exercise of the Insider
Warrants and that it shall use its best efforts to cause such registration statement to become effective on or prior to the commencement of the Exercise Period. The Company shall take such action as is necessary to qualify for sale, in those states
in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of Warrants. The Company shall use its best efforts to maintain the effectiveness of the Registration Statement and said new registration statement
until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Morgan Joseph. 
 8.  Concerning the Warrant Agent and Other Matters. 
 8.1.      Payment of Taxes. The Company will from time to time promptly pay all taxes and charges
that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or
such shares. 
 8.2.      Resignation, Consolidation, or Merger of Warrant
Agent.
     8.2.1.  Appointment of Successor Warrant Agent. The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ prior written notice to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 







     8.2.2. Notice of Successor Warrant Agent. In the event a
successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment. 
     8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor warrant agent under this Agreement without any further act. 
 8.3.      Fees and Expenses of Warrant Agent.
     8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder. 
     8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. 
 8.4.    Liability of Warrant Agent. 
     8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Warrant
Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chairman of the Board or Chief Financial Officer of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 
     8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s negligence, willful
misconduct, or bad faith. 
     8.4.3. Exclusions. The Warrant Agent shall have no responsibility
with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable. 
 8.5.      Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of
Warrants. 







 8.6.      Waiver. The Warrant Agent hereby waives
any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and
the Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Fund for any reason whatsoever. 
 9.  Miscellaneous Provisions. 
 9.1.      Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and
assigns. 
 9.2.      Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and shall be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so delivered
personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if mailed, four (4) business days after the date of mailing, as follows: 
  

					
		  	 2020 ChinaCap Acquirco, Inc.
	  	
		  	 c/o Surfmax Corporation
	  	
		  	 221 Boston Post Road East, Suite 410
	  	
		  	 Marlborough, Massachusetts 01752
	  	
		  	 Attention:  G. George Lu
	  	
			
	 with a copy in each case to:
	  		  	
			
		  	 Seyfarth Shaw LLP
	  	
		  	 131 South Dearborn Street, Suite 2400
	  	
		  	 Chicago, Illinois 60603
 Attention:  Michel Feldman
	  	

 Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service four (4) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 
  

					
		  	 Contintental Stock Transfer & Trust Company
	  	
		  	 17 Battery Place
	  	
		  	 New York, New York 10004
	  	
		  	 Attn:
                                        
    
	  	
			
	 with a copy in each case to:
	  		  	
			
		  	 Morgan Joseph & Co. Inc.
	  	
		  	 600 Fifth Avenue, 19th Floor
	  	
		  	 New York, New York 10020
	  	
		  	 Attn:  Tina Pappas
	  	
			
	 and
	  		  	
			
		  	 Ungaretti & Harris LLP
	  	
		  	 Three First National Plaza
	  	








 Chicago, Illinois 60601 
 Attn:      Gary I. Levenstein 
 9.3.      Applicable law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it
at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. 
 9.4.      Persons Having Rights under this Agreement. Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of
Sections 6.1, 6.4, 7.4 and 9.2 and 9.8 hereof, Morgan Joseph, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
Morgan Joseph shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and Morgan Joseph with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and assigns and
of the registered holders of the Warrants. 
 9.5.      Examination of this Agreement. A
copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
such holder to submit his Warrant for inspection by it. 
 9.6.      Counterparts. This
Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
 9.7      Effect of Headings. The Section headings herein are for convenience only and are not part
of this Agreement and shall not affect the interpretation thereof. 
 9.8      Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect
the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of each of the Company, Morgan Joseph and the
Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2,
respectively, without such consent. 
 9.9      Severability. This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this 








 
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 
 *    *    *    *    * 
 (Signature Page Follows) 







 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day and year first above written. 
  

									
	 Attest
	 		 	 2020 CHINACAP ACQUIRCO, INC.
	 	
					
	  
	 		 	 By:
	 	  
	 	
	 Name:
 Title:
	 		 		 	 Name:
 Title:
	 	
				
	 Attest
	 		 	 CONTINENTAL STOCK TRANSFER
 & TRUST COMPANY
	 	
					
	  
	 		 	 By:
	 	  
	 	
	 Name:
 Title:
	 		 		 	 Name:
 Title: