REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _____, 2006, by and among Pantheon China Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between PANTHEON CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2006Underwriting Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
The undersigned, Pantheon China Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Pantheon China Acquisition Corp. • August 14th, 2006 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY PANTHEON CHINA ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
WARRANT AGREEMENTWarrant Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
Agreement made as of __________, 2006 between Pantheon China Acquisition Corp., a Delaware corporation, with offices at 3106B, Office Tower A, Beijing Fortune Plaza 7 Dongsanhuan Zhonglu, Chaoyang District Beijing 100020, China (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
PANTHEON CHINA ACQUISITION CORP. CUSIP ____________ WARRANTPantheon China Acquisition Corp. • August 14th, 2006
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Pantheon China Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
This Agreement is made as of _____________, 2006 by and between Pantheon China Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
PANTHEON CHINA ACQUISITION CORP.Pantheon China Acquisition Corp. • August 14th, 2006
This letter will confirm our agreement that, commencing on the effective date (“Effective Date”) of the registration statement for the initial public offering (“IPO”) of the securities of Pantheon China Acquisition Corp. (“PCAC”) and continuing until the earlier of the consummation by PCAC of a “Business Combination” (as described in PCAC’s IPO prospectus) or PCAC’s liquidation (the “Termination Date”), Beijing Kiview Real Estate Agency Ltd. shall make available to PCAC certain office and secretarial services as may be required by PCAC from time to time, situated at 3106B, Office Tower A, Beijing Fortune Plaza 7 Dongsanhuan Zhonglu, Chaoyang District Beijing 100020, China. In exchange therefore, PCAC shall pay Beijing Kiview Real Estate Agency Ltd. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
Subscription AgreementSubscription Agreement • August 14th, 2006 • Pantheon China Acquisition Corp.
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.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 14th, 2006 • Pantheon China Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among PANTHEON CHINA ACQUISITION CORP., a Delaware corporation (“Company”), MARK D. CHEN, JENNIFER J. WENG, CHRISTINA JUN MU, KEVIN KEZHONG WU, SUPER CASTLE INVESTMENTS LIMITED, QIANG SEAN WANG, HUNTER S. REISNER, JOHN H. FRIEDMAN and FRANCISCO A. GARCIA (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
