WARRANT PURCHASE AGREEMENT
WARRANT
PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _______,
2011 among China VantagePoint Acquisition Company, a Cayman Islands corporation
(the “Company”), and each of (i) Xxx Xx, Ye (Sophie) Tao, Xxxxxx Xx and Xxxxxxx
Xxxxxx (collectively, the “Insiders”) and (ii) EarlyBirdCapital, Inc. (“EBC”)
and/or its designees (collectively, the “Underwriter” and together with the
Insiders, the “Purchasers”).
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 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 (the “Warrants”), each whole Warrant to purchase one
Ordinary Share; and
WHEREAS, simultaneously
with the consummation of the IPO, the Company desires to sell in a private
placement (the “Placement”) an aggregate of 1,500,000 warrants (the “Insider
Warrants”) to the Insiders pursuant
to the terms and conditions hereof and as set forth in the Registration
Statement; and
WHEREAS,
on the 91st
day after the effective date of the Registration Statement, the Company will
sell in a private placement (the “EBC Placement”) warrants (the “EBC
Warrants” and together with the Insider Warrants, the “Placement Warrants”)
in
an aggregate amount of $400,000 to the Underwriter pursuant to the terms
and conditions hereof and as set forth in the Registration Statement;
and
WHEREAS,
each Purchaser desires to acquire the number of Placement Warrants set forth
opposite its name on Schedule
A hereto; and
WHEREAS,
except as provided herein, the Placement Warrants shall be governed by the
Warrant Agreement filed as an exhibit to the Registration Statement;
and
WHEREAS,
the Purchasers are entitled to registration rights with respect to the Placement
Warrants and the Ordinary Shares underlying the Placement Warrants (the
“Underlying Shares”) on the terms set forth in this Agreement;
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 Placement Warrants.
1.1 Insider
Warrants. The
Insiders hereby agree, directly or through their nominees, to purchase an
aggregate of 1,500,000 Insider Warrants at a purchase price of $0.35 per
Placement Warrant, or an aggregate of $525,000 (the “Insider Purchase Price”).
Such purchases shall be in the names and amounts set forth on Schedule
A hereto.
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1.2 EBC
Warrants. The Underwriter hereby agrees, directly or through
its nominees, to purchase an aggregate of $400,000 (the “EBC Purchase Price” and
together with the Insider Purchase Price, the “Purchase Price”) of EBC Warrants
at a purchase price equal to the average reported last sale price of the
Company’s warrants for the five trading days ending on the 90th day
after the effective date of the Registration Statement. Such
purchases shall be in the name and amount set forth on Schedule A
hereto.
2. Closing.
2.1 Insider
Warrants. The closing of the purchase and sale of the Insider
Warrants (the “Insider Closing”) will take place simultaneously with the closing
date (the “IPO Closing Date”) of the IPO. The Insiders shall pay the Insider
Purchase Price by wire transfer of funds to Continental Stock Transfer &
Trust Company (CST&T”) no later than twenty-four hours prior to the
effective date of the Registration Statement. Certificates evidencing
the Insider Warrants will be delivered to the Insiders on the IPO Closing
Date.
2.2 EBC
Warrants. The closing of the purchase and sale of the EBC
Warrants (the “EBC Closing”) will take place on the 91st day
after the effective date of the Registration Statement, or the first business
day thereafter. The Underwriter shall pay the EBC Purchase Price by
wire transfer of funds to CST&T no later than twenty-four hours prior to the
effective date of the Registration Statement. Certificates evidencing
the EBC Warrants will be delivered to the Underwriter on the date of the EBC
Closing.
3. Terms of Placement
Warrants.
3.1 Insider
Warrants. The Insider Warrants shall be identical to the
Warrants except that they are (i) being issued in a private placement and will
not be registered under the Securities Act of 1933, as amended (the “Securities
Act”) and (ii) non-redeemable by the Company and may be exercised on a “cashless
basis” by the holder thereof, in each case provided such Insider Warrants are
held by the initial purchasers or their affiliates.
3.2 EBC Warrants. The EBC
Warrants shall be identical to the Warrants except that (i) they are being
issued in a private placement and will not be registered under the Securities
Act and (ii) if the Company calls the Warrants for redemption but does not
require all holders to exercise their Warrants on a “cashless basis,” the
Company will only be able to call the EBC Warrants for redemption with the prior
consent of the Underwriter, provided the EBC Warrants are held by the initial
purchasers or their affiliates.
3.3 Restriction on
Transfer. The
Purchasers hereby agree that the Placement Warrants will not be sold or
transferred by the Purchasers (except to (i) the Company’s or EBC’s officer’s,
directors and/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).
4. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company that:
4.1 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 Insider Closing or the EBC Closing, as
applicable, 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.
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4.2 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.
4.3 The
Placement Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act.
4.4 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
4.5 The
Purchaser understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the Placement Warrants or the fairness or suitability of the
investment in the Placement Warrants nor have such authorities passed upon or
endorsed the merits of the offering of the Placement Warrants.
5. Registration Rights.
The Purchasers shall have registration rights pursuant to that certain
Registration Rights Agreement, dated as of the date hereof, by and among the
Company and the Investors listed on the signature page thereto substantially in
the form filed as an exhibit to the Registration Statement.
6. Waiver of Claims Against
Trust Account. Each Purchaser of Placement Warrants 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 such
Purchaser in connection with the exercise of the Placement 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 Placement Warrants, and the Ordinary Shares
underlying such Placement Warrants, will bear the following legend and
appropriate "stop transfer" instructions:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
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8. Waiver and
Indemnification. Each 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 Placement Warrants, and each
Purchaser agrees jointly and severally to indemnify and hold the Company
harmless from all losses, damages or expenses that relate to claims or
proceedings brought against the Company by Purchasers of the Placement
Warrants. Additionally, each of the Insiders hereby waives any and
all rights to assert any present or future claims, including any right of
rescission, against the Underwriter with respect to their purchase of the
Placement Warrants, and each of the Insiders agrees jointly and severally to
indemnify and hold the Underwriter harmless from all losses, damages or expenses
that relate to claims or proceedings brought against the Underwriter by the
Insiders of the Placement 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.
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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 represent an
inconvenient forum.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____day
of ______________, 2011.
| CHINA VANTAGEPOINT ACQUISITION COMPANY | |
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By:
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Name:
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Title:
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PURCHASERS:
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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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Xxx
Xx
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Ye
(Sophie) Tao
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Xxxxxx
Xxx
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SCHEDULE
A
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Purchaser
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Placement
Warrants
|
Purchase
Price
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||||||
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EarlyBirdCapital,
Inc.
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TBD
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$ | 400,000.00 | |||||
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Xxx
Xx
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500,000 | $ | 175,000 | |||||
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Ye
(Sophie) Tao
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500,000 | $ | 175,000 | |||||
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Xxxxxx
Xxx
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500,000 | $ | 175,000 | |||||
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Total:
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2,642,857 | $ | 925,000.05 | |||||
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