0000950123-08-017675 Sample Contracts

THIS PUT AND CALL OPTION AGREEMENT (this “Agreement”) is made on December 10, 2008 BETWEEN: WHEREAS: IT IS AGREED as follows:
Put and Call Option Agreement • December 16th, 2008 • Victory Park Capital Advisors, LLC • Blank checks • New York
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 16th, 2008 • Victory Park Capital Advisors, LLC • Blank checks • New York

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___day of December, 2008 between and among [Victory Park entity] (“Buyer”) and the signatory on the execution page hereof (the “Seller”).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 16th, 2008 • Victory Park Capital Advisors, LLC • Blank checks

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Pantheon China Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 15th day of December, 2008.

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