REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2006 • Pantheon China Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _____, 2006, by and among Pantheon China Acquisition Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between PANTHEON CHINA ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: ___________, 2006Underwriting Agreement • September 22nd, 2006 • Pantheon China Acquisition Corp. • Blank checks • New York
The undersigned, Pantheon China Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Letter AgreementLetter Agreement • September 22nd, 2006 • Pantheon China Acquisition Corp. • Blank checks
In the event that Pantheon China Acquisition Corp. (the “Corporation”) does not consummate a business combination and must liquidate and its remaining assets are insufficient to complete such liquidation, the undersigned agrees to advance such funds to the Corporation necessary to complete such liquidation and agrees not to seek repayment for such expenses.
