REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of February, 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”).
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,...China VantagePoint Acquisition Co • April 4th, 2011 • 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 FEBRUARY 18, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST FUND (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FEBRUARY 18, 2016.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this 17th day of February, 2011 between China VantagePoint Acquisition Company, a Cayman Islands limited life exempted company (the “Company”), and Oscar L. Tang Grandchildren’s Trust (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 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 Continental Stock Transfer & Trust Company dated as of February 17, 2011 (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.
SHARE ESCROW AGREEMENTShare Escrow Agreement • April 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
This SHARE ESCROW AGREEMENT, dated as of February 17, 2011 (“Agreement”), by and among China VantagePoint Acquisition Company, a Cayman Islands exempted company (“Company”), Wei Li, Ye (Sophie) Tao and Yiting Liu (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • April 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
Agreement made as of February 17, 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”).
2,500,000 Units CHINA VANTAGEPOINT ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • April 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:
EARLYBIRDCAPITAL, INC. New York, New York 10016China VantagePoint Acquisition Co • April 4th, 2011 • Blank checks • New York
This is to confirm our agreement whereby China VantagePoint Acquisition Company (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company’s consummation of a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”):
China VantagePoint Acquisition CompanyChina VantagePoint Acquisition Co • April 4th, 2011 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of China VantagePoint Acquisition Company (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Ray Shi Capital Group, LLC (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at 465 Brickell Avenue, #617, Miami, Florida 33131 (or any successor location). In exchange therefore, the Company shall pay the Firm at the rate of $7,500 per month.
STOCK PURCHASE PLANStock Purchase Plan • April 4th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on February 16, 2011 by and between Morgan Stanley Smith Barney, LLC, (“MSSB”) and China VantagePoint Acquisition Company (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of subunits (the “Subunits”) issued by the Company, and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”) .
