MERGER AND SHARE EXCHANGE AGREEMENT dated August 24, 2012 by and among China VantagePoint Acquisition Company, a Cayman Islands company,Merger and Share Exchange Agreement • August 30th, 2012 • China VantagePoint Acquisition Co • Blank checks • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of August 24, 2012 (the “Signing Date”), by and among China VantagePoint Acquisition Company, a Cayman Islands company (the “Parent”), BDH Acquisition Corp., a Delaware Corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company listed on Schedule I (each a “Class A Member” and collectively the “Class A Members”), the Preferred Members of the Company listed on Schedule I (each a “Preferred Member” and collectively the “Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”).
