EARLYBIRDCAPITAL, INC. New York, New York 10016
EARLYBIRDCAPITAL,
INC.
000
Xxxxxxx Xxxxxx
_____________ ___, 2011
000
Xxxxxxxx Xxxxxx, #000
Miami,
Florida 33131
Gentlemen:
This is
to confirm our agreement whereby China VantagePoint Acquisition Company
(“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in
connection with the Company’s consummation of a merger, share exchange, asset
acquisition, plan of arrangement, recapitalization, reorganization or similar
business combination (in each case, a “Business Combination”):
1. Agreement Regarding
Transactions
(a) EBC
will advise and assist the Company in analyzing potential target businesses with
which the Company may consummate a Business Combination as well as structuring
the terms of the Business Combination and negotiating the terms of the letter of
intent and/or definitive agreement relating to such Business
Combination. If requested by the Company, EBC will participate
directly in negotiations, review marketing plans and projections of the target
business, analyze and advise on the financial implications of the transaction
and prepare and make presentations to the Company’s Board of
Directors. It is understood that the Company will be under no
obligation to enter into a letter of intent and/or definitive agreement for a
Business Combination and it will be within the Company’s rights to decline any
offer made in connection with a potential Business Combination.
(b) As
compensation for the foregoing engagement, the Company will pay EBC a cash fee
in an amount equal to $600,000. All fees payable hereunder are due
and payable to EBC, by certified check or wire transfer, at the closing of the
Business Combination. If a proposed Business Combination is not
consummated for any reason, no amounts shall be due or payable to EBC
hereunder. Unless otherwise agreed to by EBC, (a) the fee payable
hereunder shall be paid to EBC directly from the proceeds held in the Company’s
trust account established in connection with its initial public offering and (b)
the Company shall instruct the trustee overseeing such trust account to deliver
the fee to EBC simultaneously with the release of the remaining funds from such
trust account.
2. Expenses
The
Company shall reimburse EBC for all reasonable costs and expenses incurred by
EBC directly in connection with the performance of its services
hereunder.
3. Use of Name and
Reports
Use of
EBC’s name in annual reports or any other reports of the Company or press
releases issued by the Company shall require the prior written approval of EBC,
which shall not be unreasonably withheld.
4. Status as Independent
Contractor
EBC shall
perform its services as an independent contractor and not as an employee of the
Company or affiliate thereof. It is expressly understood and agreed
to by the parties that EBC, and any individual or entity that EBC shall employ
in order to perform its services hereunder, shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any manner, except as
may be expressly agreed to by the Company in writing from time to
time.
5. Entire
Agreement
This
Agreement constitutes the entire understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect thereto. This Agreement may not be
modified or terminated orally or in any manner other than by an agreement in
writing signed by the parties hereto.
6. Notices
Any
notices required or permitted to be given hereunder shall be in writing and
shall be deemed given when mailed by certified mail or private courier service,
return receipt requested, addressed to each party at its respective addresses
set forth above, or such other address as may be given by either party in a
notice given pursuant to this Section 6.
7. Successors and
Assigns
This
Agreement may not be assigned by either party without the written consent of the
other. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and, except where prohibited, to their successors
and assigns.
8. Non-Exclusivity
Nothing
herein shall be deemed to restrict or prohibit the engagement by the Company of
other consultants providing the same or similar services or the payment by the
Company of fees to such parties.
9. Applicable
Law
This
Agreement shall be construed and enforced in accordance with the laws of the
State of New York without giving effect to conflict of laws.
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10. Arbitration
In the
event of any dispute under this Agreement, then and in such event, each party
hereto agrees that the dispute shall be submitted to 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. The cost
of such arbitrators and arbitration services, together with the prevailing
party’s legal fees and expenses, shall be borne by the non-prevailing party or
as otherwise directed by the arbitrators. The Company hereby
appoints, without power of revocation, Loeb & Loeb, LLP, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Fax No.: (000) 000-0000, Attn: Xxxxxxxx Xxxxxxx, Esq.,
as their respective agent to accept and acknowledge on its behalf service of any
and all process which may be served in any arbitration, action, proceeding or
counterclaim in any way relating to or arising out of this
Agreement. The Company further agrees to take any and all action as
may be necessary to maintain such designation and appointment of such agent in
full force and effect for a period of seven years from the date of
hereof.
If the
foregoing correctly sets forth the understanding between EBC and the Company
with respect to the foregoing, please so indicate your agreement by signing in
the place provided below, at which time this letter shall become a binding
contract.
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EARLYBIRDCAPITAL,
INC.
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By:
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Name:
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Title:
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AGREED
AND ACCEPTED BY:
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By:
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Name:
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Title:
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