0001144204-06-051005 Sample Contracts

UNDERWRITING AGREEMENT between PANTHEON CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2006
Underwriting Agreement • December 1st, 2006 • Pantheon China Acquisition Corp. • Blank checks • 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:

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