China VantagePoint Acquisition Co Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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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.

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WARRANT AGREEMENT
Warrant Agreement • January 11th, 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 Subscription Agreements dated as of _______ __, 2011 (the “Subscription Agreement”);

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EARLYBIRDCAPITAL, INC.
Selected Dealers Agreement • January 11th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
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WARRANT PURCHASE AGREEMENT
Warrant 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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.

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2,500,000 Units CHINA VANTAGEPOINT ACQUISITION COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 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:

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SPECIMEN WARRANT CERTIFICATE
China VantagePoint Acquisition Co • January 11th, 2011 • Blank checks

This Warrant Certificate certifies that ________________________, or registered assigns, is the registered holder of __________ warrants (the “Warrants”) to purchase ordinary shares, $0.001 par value (the “Ordinary Shares”), of China VantagePoint Acquisition Company, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company (“Warrant Agreement”) governing the terms of the Warrants, to receive from the Company that number of fully paid and nonassessable Ordinary Shares (each, a “Warrant Share”) as set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent, but only subject to the conditions set f

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SHARE ESCROW AGREEMENT
Share 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”).

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WARRANT AGREEMENT
Warrant 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”).

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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”).

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2,500,000 Units CHINA VANTAGEPOINT ACQUISITION COMPANY UNDERWRITING AGREEMENT
Underwriting 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:

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EARLYBIRDCAPITAL, INC. New York, New York 10016
China 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”):

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 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 10th, 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”).

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China VantagePoint Acquisition Company
China VantagePoint Acquisition Co • January 11th, 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 [__________________] (or any successor location). In exchange therefore, the Company shall pay the Firm at the rate of $7,500 per month.

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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:

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China VantagePoint Acquisition Company
China 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.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 22nd, 2010 • China VantagePoint Acquisition Co • Blank checks • New York

Pursuant to paragraph 3(a)(ii) 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 proceeds from the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●].

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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”).

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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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STOCK PURCHASE PLAN
Stock 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”) .

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • January 24th, 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 corporation (the “Company”), and each of (i) Wei Li, Ye (Sophie) Tao, Yiting Li and Michael Wright (collectively, the “Insiders”) and (ii) EarlyBirdCapital, Inc. (“EBC”) and/or its designees (collectively, the “Underwriter” and together with the Insiders, the “Purchasers”).

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • January 11th, 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 corporation (the “Company”), and each of (i) Wei Li, Ye (Sophie) Tao and Yiting Li (collectively, the “Insiders”) and (ii) EarlyBirdCapital, Inc. and/or its designees (collectively, the “Underwriter” and together with the Insiders, the “Purchasers”).

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • December 22nd, 2010 • 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 corporation (the “Company”) and the undersigned (the “Purchasers”).

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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 MERGER AND SHARE EXCHANGE AGREEMENT
Merger and Share Exchange Agreement • September 12th, 2012 • China VantagePoint Acquisition Co • Blank checks

THIS FIRST AMENDMENT TO MERGER AND SHARE EXCHANGE AGREEMENT (“Amendment”) is dated as of September 10, 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 “Purchaser”), Black Diamond Holdings LLC, a Colorado limited liability company (the “Company”), the Class A members of the Company (collectively the “Class A Members”) listed on Schedule I to the Agreement (as defined below), the Preferred Members of the Company listed on Schedule I to the Agreement (collectively the “Preferred Members”), and Black Diamond Financial Group, LLC, a Delaware limited liability company, the manager of the Company (the “Manager”) for the purpose of amending and supplementing the Merger and Exchange Agreement (the “Agreement”) entered into by the Parent, Purchaser, Company, Class A Members, Preferred Members and the Manager on August 24, 2012. All capitalized terms not d

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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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