WARRANT PURCHASE AGREEMENT
WARRANT
PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _______,
2011 between China VantagePoint Acquisition Company, a Cayman Islands limited
life exempted company (the “Company”), and _______________ (the
“Purchaser”).
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-1, as amended (File No. 333-170006) (the
“Registration Statement”), in connection with (i) the Company’s initial public
offering (the “IPO”) of 2,500,000 units (the “Units”), each unit consisting of
one subunit and one-half of a warrant, with each subunit consisting of one
ordinary share of the Company, $0.001 par value (the “Ordinary Shares”), and
one-half of a warrant , each whole Warrant to purchase one Ordinary Share (the
“Warrants”), and (ii) the Company’s offering of an aggregate of 2,642,856
warrants (the “Warrant Offering Warrants”), of which 1,500,000 shall be referred
to herein as “Insider Warrants” and
1,142,856 shall be referred to herein as “EBC/Third Party Warrants,” pursuant to
the terms and conditions hereof and as set forth in the Registration Statement;
and
WHEREAS,
except as provided herein, the Warrant Offering Warrants shall be governed by
the Warrant Agreement filed as an exhibit to the Registration Statement;
and
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase of Warrant Offering
Warrants. The Purchaser hereby agrees to purchase an aggregate
of _____________ [Insider][EBC/Third Party] Warrants at a purchase price of
$0.35 per [Insider][EBC/Third Party] Warrant, or an aggregate of $___________
(the “Purchase Price”).
2. Closing. The
closing of the purchase and sale of the Warrant Offering Warrants (the
“Closing”) will take place simultaneously with the closing date of the IPO (the
“IPO Closing Date”). The Purchasers shall pay the Purchase Price by wire
transfer of funds to Continental Stock Transfer & Trust Company no later
than twenty-four (24) hours prior to the IPO Closing
Date. Certificates evidencing the Warrant Offering Warrants will be
delivered to the Purchasers on the IPO Closing Date.
3. Terms of Warrant Offering
Warrants.
3.1 Insider
Warrants. The Insider Warrants shall be identical to the
Warrants except that they (i) will be exercisable either for cash or on a
cashless basis at the holder’s option and (ii) will not be redeemable by the
Company, in either case as long as the Insider Warrants are held by the initial
purchaser thereof, or its affiliates.
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3.2 EBC/Third Party
Warrants. The EBC/Third Party Warrants shall be identical to
the Warrants except that (i) the Company will only be able to call the EBC/Third
Party Warrants for redemption on a cash basis with the prior consent of
EarlyBirdCapital, Inc., provided that the EBC/Third Party Warrants are then held
by the initial purchaser thereof or its affiliates. In the event that
the Company calls the EBC/Third Party Warrants for redemption on a cashless
basis, the Company will not be required to obtain the prior consent of
EarlyBirdCapital, Inc. Furthermore, in no event will the EBC/Third
Party Warrants be exercisable more than five years from the effective date of
the Registration Statement.
3.3 Restriction on
Transfer. The Purchaser hereby agrees that the Warrant
Offering Warrants will not be sold or transferred by the Purchaser (except to
(i) the officers and directors of the Company, EarlyBirdCapital, Inc. or their
respective affiliates or employees, (ii) an entity’s members upon its
liquidation, (iii) by bona fide gift to a member of a Purchaser’s immediate
family or to a trust, the beneficiary of which is a Purchaser or a member of a
Purchaser’s immediate family for estate planning purposes, (iv) by virtue of the
laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order) until after the Company has completed an initial
business combination (as described in the Registration
Statement). Additionally, the 450,000 EBC/Third Party Warrants (and
the 450,000 underlying shares) to be purchased by EarlyBirdCapital, Inc. are
subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of the FINRA Manual.
Furthermore, the EBC/Third Party Warrants to be purchased by EarlyBirdCapital,
Inc. may not be sold, transferred, assigned, pledged or hypothecated for a
one-year period (including the foregoing 180-day period) following the effective
date of the Registration Statement except to any selected dealer participating
in the offering and the bona fide officers or partners of EarlyBirdCapital, Inc.
and any such participating selected dealer.
4. Representations and
Warranties of the Purchasers. The Purchaser hereby represents and
warrants to the Company that the execution and delivery by the Purchaser of this
Agreement and the fulfillment of and compliance with the respective terms hereof
by the Purchaser does not and shall not as of the Closing conflict with or
result in a breach of the terms, conditions or provisions of any other
agreement, instrument, order, judgment or decree to which the Purchaser is
subject to:
5. Registration Rights.
The Purchaser shall have registration rights pursuant to that certain
Registration Rights Agreement, dated as of the date hereof, by and among the
Company and the persons listed on the signature page thereto substantially in
the form filed as an exhibit to the Registration Statement.
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6. Waiver of Claims Against
Trust Account. The Purchaser hereby waives any and all right, title,
interest or claim of any kind in or to any distributions from the trust account
maintained by the Company’s transfer agent, acting as trustee (the “Trust
Account”) with respect to any Ordinary Shares acquired by the Purchaser in
connection with the exercise of the Warrant Offering Warrants purchased pursuant
to this Agreement ("Claim") and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Account for any
reason whatsoever.
7. Legends;
Denominations. The Warrant Offering Warrants, and the Ordinary
Shares underlying such Warrant Offering Warrants, will bear the following legend
and appropriate "stop transfer" instructions:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE PURSUANT TO A WARRANT PURCHASE AGREEMENT DATED
_____________ BETWEEN THE COMPANY AND THE HOLDER OF THIS
CERTIFICATE. THESE SHARES MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH
THAT AGREEMENT.
8. Waiver and
Indemnification. The Purchaser hereby waives any and all rights to assert
any present or future claims, including any right of rescission, against the
Company with respect to their purchase of the Warrant Offering Warrants, and the
Purchaser agrees to indemnify and hold the Company harmless from all losses,
damages or expenses that relate to claims or proceedings brought against the
Company by the Purchaser of the Warrant Offering Warrants.
9. Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. This
Agreement or any counterpart may be executed via facsimile transmission, and any
such executed facsimile copy shall be treated as an original.
10. Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. 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 resolved through final
and binding arbitration in accordance with the International Arbitration Rules
of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s
offices in New York City, New York, will be conducted in English and will be
decided by a panel of three arbitrators selected from the AAA Commercial
Disputes Panel and that the arbitrator panel’s decision shall be final and
enforceable by any court having jurisdiction over the party from whom
enforcement is sought. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such arbitration represents an
inconvenient forum.
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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____day
of ______________, 2011.
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By:
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Name:
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Title:
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PURCHASER:
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[Name]
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By:
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Name:
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Title:
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