Form of Registration Rights Agreement



 EXHIBIT 10.17 
 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of the                   day of
                    , 2007, by and among 2020 ChinaCap Acquirco, Inc., a Delaware corporation (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 the Initial Investor Shares (as defined below), the Private
Placement Warrants (as defined below) and the Private Placement Warrant Shares (as defined below) 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: 
 1.          DEFINITIONS; INTERPRETATION. As used herein, the word
“shares” may, as the context requires, be used in reference to units, warrants, rights, options or any other security, in addition to Common Stock. 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.

 “Business Combination” means the acquisition by the Corporation, whether by merger, capital stock
exchange, asset or stock acquisition or other similar type of transaction, of an operating business or businesses having collectively a fair market value of at least eighty percent (80%) of the Company’s net assets at the time of the
acquisition (provided that any acquisition of multiple operating businesses shall occur contemporaneously with one another) which (i) is located in the People’s Republic of China, the Hong Kong Special Administrative Region or the Macau
Special Administrative Region (collectively, “China”); (ii) has its principal operations located in China, or, (iii) in the view of the Board of Directors of the Company, would benefit from establishing operations in China.

 “Commission” means the Securities and Exchange Commission, or any other federal agency then administering
the Securities Act or the Exchange Act. 
 “Common Stock” means the common stock, 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. 
 “First Release Date” means the
date the Private Placement Warrants may be distributed from escrow pursuant to Section 3 of that certain Securities Escrow Agreement dated as of the date hereof, by and among the parties thereto and LaSalle Bank National Association, a national
banking association. 
 “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. 
 “Initial Investor Shares” means all of the Common Stock held by the Investors before the IPO and the Private Placement
and any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock. 
 “Investor” is defined in the preamble to this Agreement. 
 “Investor Indemnified Party” is defined in Section 4.1. 
 “IPO” means the
Company’s initial public offering of securities. 
 Majority-in-interest” of Demanding Holders, or of any
other group of holders of Registrable Securities, means (i) after the First Release Date but prior to the Second Release Date, a majority-in-interest of the holders of Private Placement Warrants and Private Placement Warrant Shares, and
(ii) after the Second Release Date, a majority-in-interest of the holders of Registrable Securities. 
 “Maximum
Number of Shares” is defined in Section 2.1.3. 
 “Morgan Joseph” means Morgan
Joseph & Co. Inc. 
 “Notices” is defined in Section 6.3. 
 “Piggy-Back Registration” is defined in Section 2.2.1. 
 “Private Placement” means the sale by the Company of the Private Placement Warrants. 
 “Private Placement Warrant Shares” means the shares of Common Stock underlying the Private Placement Warrants.

 “Private Placement Warrants” means Warrants issued and delivered to Win Wide International Ltd. and

 Surfmax Co-Investments, LLC, a Delaware limited liability company. 
  

 2 








 “Pro Rata” is defined in Section 2.1.3. 
 “Purchase Option” means the option to purchase 550,000 units, each unit consisting of one share of Common Stock and one
Common Stock purchase warrant, issued to Morgan Joseph or its designees in connection with the IPO (as may be transferred from time to time in accordance with its terms). 
 “Purchase Option Securities” means the securities underlying the Purchase Option that have been granted registration rights by the Company pursuant to the Purchase Option.

 “Register,” “registered” and “registration” mean a registration
effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective. 
 “Registrable Securities” means the Private Placement Warrants, the Private Placement Warrant
Shares and the Initial Investor Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be
outstanding, or (d) the Securities and Exchange Commission makes a definitive determination to the Company that the Registrable Securities are saleable under Rule 144(k). 
 “Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or
assets of another entity). 
 “Second Release Date” means the date the Initial Investor Shares may be
distributed from escrow pursuant to Section 3 of that certain Securities Escrow Agreement dated as of the date hereof, by and among the parties thereto and Continental Stock Transfer & Trust Company. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time. 
 “Underwriter” means a securities
dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities. 
 2.          REGISTRATION RIGHTS. 
 2.1        Demand Registration. 
  

 3 








 2.1.1.      Request for Registration.  At
any time and from time to time on or after the First Release Date, the holders of a Majority-in-interest held by the Investors or their transferees, may make a written demand for registration under the Securities Act of all or part of the Private
Placement Warrants and Private Placement Warrant Shares (the “First Demand Registration”); provided, however, such First Demand Registration may only be made in the event that the Private Placement Warrants or Private
Placement Warrant Shares are not currently registered under the Securities Act, pursuant to an effective Registration Statement. At any time and from time to time on or after the Second Release Date, the holders of a Majority-in-interest held
by the Investors or their transferees, may make a written demand for registration under the Securities Act of all or part of the Registrable Securities (the “Second Demand Registration” and together with the First Demand
Registration, a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities, as applicable, proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all holders of Registrable Securities of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company
shall not be obligated to effect more than one (1) Demand Registration prior to the Second Release Date under this Section 2.1.1. 
 2.1.2.      Effective Registration.  A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a Majority-in-interest of the Demanding Holders thereafter
elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

 2.1.3.      Underwritten Offering. If a majority-in-interest of the Demanding
Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the
underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such
underwriting by a majority-in-interest of the holders initiating the Demand Registration. 
  

 4 








 2.1.4.      Reduction of
Offering.  Subject to the registration rights set forth in the Purchase Option, which rights in no way shall be limited by the Maximum Number of Shares to be included in the Registration Statement pursuant to this Section 2.1.4,
if the Company (or the Demanding Holders pursuant to Section 2.1.3 hereunder) chooses to engage in an underwriter public offering of a Demand Registration and if the managing Underwriter or Underwriters for a Demand Registration that is to be
an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock
or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who
desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested (pro rata in accordance with the number of shares that each such person has requested be included in such registration, regardless of the number of shares held by each such person (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common
Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares. 
 2.1.4.      Withdrawal.    If a
Majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such Majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.
If the Majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1.1. 
 2.2        Piggy-Back Registration. 
 2.2.1.      Piggy-Back Rights.  If at any time on or after the Second Release Date the
Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company
for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange 

  

 5 








 
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten
(10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within
fifteen (15) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and
to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. 
 2.2.2.      Reduction of Offering.  Subject to the registration rights set forth in the
Purchase Option, which rights in no way shall be limited by the Maximum Number of Shares to be included in the Registration Statement pursuant to this Section 2.2.2, if the managing Underwriter or Underwriters for a Piggy-Back Registration that
is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock or other securities which the Company desires to sell, taken together with shares
of Common Stock or other securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other
stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: 
 (i)        If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities
and Purchase Option Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of
Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and 
  

 6 








 (ii)      If the registration is a “demand”
registration undertaken at the demand of persons other than the holders of Registrable Securities or pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock or other securities for the account of
the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares. 
 2.2.3.      Withdrawal.  Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may also elect to withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3. 
 2.3      Registrations on Form S-3.  The holders may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on
Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten
offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or
such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders
joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, further, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as
Demand Registrations effected pursuant to Section 2.1. 
 3.        REGISTRATION
PROCEDURES. 
  

 7 








 3.1        Filings;
Information.    Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request: 
 3.1.1.      Filing Registration Statement.  The Company shall, as expeditiously as possible and in any event within sixty (60) days after
receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and
which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and
remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period
as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the
Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided,
further, the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. 
 3.1.2.      Copies.  The Company shall, prior to filing a Registration Statement or
prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed,
each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such
holders. 
 3.1.3.      Amendments and Supplements.  The Company shall
prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set
forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any
governmental agency or court) or such securities have been withdrawn. 
 3.1.4.      Notification.  After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the 

  

 8 








 
holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such
advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement
becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by
the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a
Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company
shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object. 
 3.1.5.      State Securities Laws Compliance.  The Company shall use its best efforts to
(i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other
Governmental Authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3.1.5 or subject itself to taxation in any such jurisdiction. 
 3.1.6.      Agreements for Disposition.  The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such Registration Statement. No holder of Registrable Securities included in such Registration Statement
shall be required to make any representations or warranties in the underwriting agreement and, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale
with such holder’s 

  

 9 








 
material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement. Holders of Registrable Securities shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that
type. Further, such holders shall cooperate fully in the preparation of the Registration Statement and other documents relating to any offering in which they include securities pursuant to Section 2 hereof. Each holder shall also
furnish to the Company such information regarding itself, the Registrable Securities held by such holder, as applicable, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the
Registrable Securities. 
 3.1.7.      Cooperation.  The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with
Underwriters, attorneys, accountants and potential investors. 
 3.1.8.      Records.  The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any
disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or by any Underwriter participating in such distribution,
all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to
supply all information requested by any of them in connection with such Registration Statement. 
 3.1.9.      Opinions and Comfort Letters.  The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such
holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect
that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect. 
 3.1.10.    Earnings Statement.  The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as
practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder. 
  

 10 








 3.1.11.    Listing.  The Company shall use its best
efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration. 
 3.2      Obligation to Suspend Distribution.   Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any
registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies,
other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. 
 3.3      Registration Expenses.   The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses
(including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) National
Association of Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with
the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of
one legal counsel selected by the holders of a Majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the
expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering. 
 3.4       Information.   The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if 

  

 11 








 
any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of
any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. 
 4.        INDEMNIFICATION AND CONTRIBUTION. 
 4.1      Indemnification by the Company.   The Company agrees to indemnify and hold
harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each
other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable
Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses
reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any
such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary
prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also
shall indemnify any Underwriter of the Registrable Securities, their officers, employees, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the
indemnification provided above in this Section 4.1. 
 4.2      Indemnification by
Holders of Registrable Securities.   Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held
by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter
or the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final 

  

 12 








 
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such selling holder from the sale of Registrable Securities which gave rise to such indemnification. 
 4.3      Conduct of Indemnification Proceedings.   Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification
hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party
is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it elects, jointly with all other
Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim
or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to
represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or
proceeding. 
 4.4      Contribution. 
 4.4.1.      If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable
to any Indemnified Party in respect of any loss, claim, damage, liability or 

  

 13 








 
action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable
by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or
omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 4.4.2.      The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to
in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees,
discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 
 5.        RULE 144 COVENANT. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such
further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission. 
 6.        MISCELLANEOUS. 
 6.1      Other Registration Rights. Except with respect to those securities issued or issuable upon exercise of that certain Purchase Option to be issued to
Morgan Joseph or its designees in connection with the IPO on                              2007,
the Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s Common Stock for sale or to include shares of the Company’s
Common Stock in any registration filed by the Company for the sale of shares of Common Stock for its own account or for the account of any other person. 
 6.2      Assignment; No Third Party Beneficiaries.   This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the 

  

 14 








 
Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely
assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties, to Morgan Joseph and its successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not
intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. 
 6.3      Notices.   All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery,
telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or
transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. 
 To the Company: 
 2020 ChinaCap Acquirco, Inc. 
 c/o Surfmax Corporation 
 221 Boston Post Road East, Suite 410 
 Marlborough, MA 01752 
 Attn:          G. George Lu, CEO 
 Fax:           (508) 624-4988 
 Email:         george@georgelu.com 
 with a copy to: 
 Seyfarth Shaw LLP 
 131 S. Dearborn Street. Suite 2400 
 Chicago, Illinois 60603-5577 
 Attn:  Michel Feldman, Esq. 
 To an Investor, to: 
 Their
address of record on the books of the Company 
 A copy of any notice sent hereunder shall be sent to: 
 Morgan Joseph & Co. Inc. 
 600 Fifth Avenue, 19th Floor 
 New York, New York 10020 
 Attn:    Scott George 

  

 15 








 
Telephone: (312) 284-2505 
 Fax: (312) 284-2515 
 Email:  SGeorge@morganjoseph.com 
 and: 
 Ungaretti &
Harris LLP 
 Three First National Plaza 
 Suite 3500 
 Chicago, IL 60602 
 Attn:  Gary I. Levenstein, Esq 
 6.4      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. 
 6.5      Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same
instrument. 
 6.6      Entire Agreement.  This Agreement (including all
agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. 
 6.7      Modifications and Amendments.  No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such
party. Notwithstanding the foregoing, any and all parties must obtain the consent of Morgan Joseph to amend or modify this Agreement. 
 6.8      Titles and Headings.  Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement. 
 6.9      Waivers and Extensions.  Any party to this Agreement
may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the
time for performance of any other obligations or acts. 
  

 16 








 6.10      Remedies Cumulative.  In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or
equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 
 6.11      Governing Law.  This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of
New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. Each of the
parties 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 (each, a “New York Court”), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum. 
 6.12      Waiver of Trial by
Jury.  Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 17 








 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be
executed and delivered by their duly authorized representatives as of the date first written above. 
  

			
	 2020 CHINACAP ACQUIRCO, INC.

		
	 By:
	 	  

		 	 Name:G. George Lu

		 	 Title:  Chief Executive Officer



 - Signature page of the Investors immediately follows - 
  

 18 








 INVESTORS: 
  

															
	 WIN WIDE INTERNATIONAL LTD.
	 		    	 2020 STRATEGIC INVESTMENTS, LLC
	 	
				
	 By:
	 	  
	    	 By:
	 	  

	 Name:
	 	  
	    	 Name:
	 	  

	 Its:
	 	  
	    	 Its:
	 	  

				
	 FAME MOUNT LIMITED
	 		    		 	 SURFMAX CO-INVESTMENTS II, LLC

				
	 By:
	 	  
	    	 By:
	 	  

	 Name:
	 	  
	    	 Name:
	 	  

	 Its:
	 	  
	    	 Its:
	 	  

				
	  
	 		    	  
	 	
	 G. George Lu
	 		    	 Yanmei May Yang
	 	
				
	  
	 		    	  
	 	
	 Louis Koo
	 		    	 Yuxiao Zhang
	 	
				
	  
	 		    	  
	 	
	 Jianming Yu
	 		    	 William Hsu
	 	
				
	  
	 		    	  
	 	
	 William Sharp
	 		    	 Jun Lei
	 	
				
	  
	 		    		 	
	 Donald Sull
	 		    		 		 		 	

  

 19