0001144204-11-006130 Sample Contracts

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,...
Purchase Option Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY CHINA VANTAGEPOINT ACQUISITION COMPANY (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ________________, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS AND THREE YEARS FOLLOWING THE CONSUMMATION OF A BUSINESS COMBINATION (BUT IN NO EVENT LATER THAN FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

Pursuant to paragraph 3(b) of the Investment Management Trust Agreement between China VantagePoint Acquisition Company (the “Company”) and [_____________________] dated as of [●] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account interest income earned on the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●]. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements.

2,500,000 Units CHINA VANTAGEPOINT ACQUISITION COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

China VantagePoint Acquisition Company, a Cayman Islands company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Underwriter” or “EBC”) as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2011, by and among China VantagePoint Acquisition Company, a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _______, 2011 among China VantagePoint Acquisition Company, a Cayman Islands limited life exempted company (the “Company”), and each of (i) Wei Li, Ye (Sophie) Tao and Yiting Liu (collectively, the “Insiders”), (ii) EarlyBirdCapital, Inc. (“EBC”) and (iii) Oscar L. Tang Grandchildren’s Trust, Hume R. Steyer and Samuels Capital Management LLC (collectively, the “Third Party Purchasers” and together with the Insiders and EBC, the “Purchasers”).

WARRANT AGREEMENT
Warrant Agreement • February 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

WHEREAS, the Company has received a binding commitment from Wei Li, Ye (Sophie) Tao and Yiting Liu (the “Insiders”), to purchase an aggregate of 1,500,000 warrants (“Insider Warrants”) pursuant to a Warrant Purchase Agreement dated as of _______ __, 2011 (the “Warrant Purchase Agreement”); and

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