Subscription Agreement
As
of
June 26, 2006
To
the
Board of Directors of
Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase ______ Warrants
(“Insider Warrants”) at $0.60 per Insider Warrant, of Pantheon China Acquisition
Corp. (the “Corporation”) for an aggregate purchase price of $______ (“Purchase
Price”). The purchase and issuance of the Insider Warrants shall occur
simultaneously with the consummation of the Corporation’s initial public
offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital,
Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private
placement basis and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing
account until the Corporation consummates the IPO. Simultaneously with the
consummation of the IPO, Xxxxxxxx Xxxxxx (“GM”) shall deposit the Purchase
Price, without interest or deduction, into the trust fund (“Trust Fund”)
established by the Corporation for the benefit of the Corporation’s public
stockholders as described in the Corporation’s Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In
the event that the IPO is not consummated within 14 days of the date the
Purchase Price is delivered to GM, GM shall return the Purchase Price to the
undersigned, without interest or deduction.
The
undersigned represents and warrants that she has been advised that the Insider
Warrants have not been registered under the Securities Act; that she is
acquiring the Insider Warrants for her account for investment purposes only;
that she has no present intention of selling or otherwise disposing of the
Insider Warrants in violation of the securities laws of the United States;
that
she is an “accredited investor” as defined by Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”);
and that she is familiar with the proposed business, management, financial
condition and affairs of the Corporation.
Moreover,
the undersigned agrees that she shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) and acknowledges that the
certificates for such Insider Warrants shall contain a legend indicating such
restriction on transferability.
The
Company hereby acknowledges and agrees that, in the event the Company calls
the
Warrants for redemption pursuant to that certain Warrant Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company in
connection with the Company’s IPO, the Company shall allow the undersigned to
exercise any Insider Warrants by surrendering such Warrants for that number
of
shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrant,
multiplied by the difference between the Warrant exercise price and the “Fair
Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
Value” shall mean the average reported last sale price of the Common Stock for
the 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.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
EBC.
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Very
truly yours,
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Agreed
to:
By: ________________________________
Name:
Xxxx X. Xxxx
Title:
Chief Executive Officer
Xxxxxxxx
Xxxxxx
By:
________________________________
Name:
Xxxxx Xxxx Xxxxxx
Title:
Managing Partner
EarlyBirdCapital,
Inc.
By:
________________________________
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
