0001144204-11-009336 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 16th, 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”).

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • February 16th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _______, 2011 between China VantagePoint Acquisition Company, a Cayman Islands limited life exempted company (the “Company”), and _______________ (the “Purchaser”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 16th, 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 16th, 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:

WARRANT AGREEMENT
Warrant Agreement • February 16th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York

Agreement made as of ________, 2011 between China VantagePoint Acquisition Company, a Cayman Islands limited life exempted company, with offices at 465 Brickell Avenue, #617, Miami, FL 33131 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).

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