REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 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 Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
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 • January 11th, 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 ________________, 2012. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS AND THREE YEARS FOLLOWING THE CONSUMMATION OF A BUSINESS COMBINATION.
WARRANT AGREEMENTWarrant 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”);
EARLYBIRDCAPITAL, INC.Selected Dealers Agreement • January 11th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 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 [_____________________] dated as of [●] (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.
2,500,000 Units CHINA VANTAGEPOINT ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 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:
SPECIMEN WARRANT CERTIFICATEChina 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
SHARE ESCROW AGREEMENTShare Escrow Agreement • January 11th, 2011 • China VantagePoint Acquisition Co • Blank checks • New York
This SHARE ESCROW AGREEMENT, dated as of ___________, 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”).
EARLYBIRDCAPITAL, INC. New York, New York 10016China VantagePoint Acquisition Co • January 11th, 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 • 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.
WARRANT PURCHASE AGREEMENTWarrant 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”).
