0001144204-12-064855 Sample Contracts

EXPENSE AGREEMENT
Expense Agreement • November 26th, 2012 • China VantagePoint Acquisition Co • Blank checks • New York

This Expense Agreement (this “Agreement”), dated as of this 24 day of August, 2012 (the “Effective Date”) is entered into by and among China VantagePoint Acquisition Company, a Cayman Islands corporation (the “Company”) and Black Diamond Holdings LLC, a Colorado limited liability company (the “Target”) (each a “Party” and collectively, the “Parties”).

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FIRST AMENDMENT to EXPENSE AGREEMENT
Expense Agreement • November 26th, 2012 • China VantagePoint Acquisition Co • Blank checks

THIS FIRST AMENDMENT TO EXPENSE AGREEMENT (“Amendment”) is dated as of November 21, 2012, 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 “Company”) and Black Diamond Holdings LLC, a Colorado limited liability company (the “Target”), for the purpose of amending and supplementing the Expense Agreement (the “Agreement”) entered into by the Company and Target on August 24, 2012. All capitalized terms not defined in this Amendment will have the meaning ascribed to them in the Agreement.

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