Attached files
EarlyBirdCapital,
Inc.
275
Madison Avenue, 27th
Floor
New York,
New York 10016
Re: Initial Public
Offering
Gentlemen:
The
undersigned shareholder and director of China VantagePoint Acquisition
(“Company”), in consideration of EarlyBirdCapital ,Inc. (“EBC”) entering into a
letter of intent (“Letter of Intent”) to underwrite an initial public offering
of the securities of the Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 14 hereof):
1.
|
If
the Company solicits its shareholders for approval of a Business
Combination, the undersigned will vote all Insider Shares beneficially
owned by him in favor of the Business
Combination.
|
2.
|
In
the event that the Company fails to consummate a Business Combination
within 18 months from the consummation of the IPO, or within 24 months
from the consummation of the IPO if certain criteria are met, as more
fully described in the registration statement, as amended, relating to the
IPO, the undersigned will (i) cause the Trust Account (as defined in the
Letter of Intent) to be liquidated and distributed to the holders of IPO
Shares and (ii) take all reasonable actions within her power to cause the
Company to liquidate as soon as reasonably practicable. The
undersigned hereby waives any and all right, title, interest or claim of
any kind in or to any distribution of the Trust Account and any remaining
net assets of the Company as a result of such liquidation with respect to
her Insider Shares (“Claim”) and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust
Account for any reason whatsoever. In the event of the
liquidation of the Trust Account (other than immediately prior to the
consummation of Business Combination), the undersigned agrees to indemnify
and hold harmless the Company against any and all loss, liability, claims,
damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of
any claim by any vendor or other person who is owed money by the Company
for services rendered to the Company in excess of the net proceeds of the
IPO not held in trust or contracted for or products sold, or by any target
business, but only to the extent necessary to ensure that such loss,
liability, claim, damage or expense does not reduce the amount in the
Trust Account below $6.00 per share; provided that such indemnity shall
not apply if such vendor or prospective target business executed a valid
and binding agreement enforceable under law waiving any claims
against the Trust Fund.
|
3.
|
In
order to minimize potential conflicts of interest which may arise from
multiple affiliations, the undersigned agrees to present to the Company
for its consideration, prior to presentation to any other person or
entity, any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business Combination,
the liquidation of the Company and such time as the undersigned ceases to
be an officer or director of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might
have.
|
4.
|
The
undersigned acknowledges and agrees that the Company will not consummate
any Business Combination with an entity (i) which the Company’s officers
or directors, through their other business activities, had acquisition or
investment discussions in the past, (ii) which is, or has been within the
past five years, affiliated with any of the Insiders or their affiliates,
including an entity that is either a portfolio company of, or has
otherwise received a material financial investment from, any private
equity fund or investment company (or an affiliate thereof) that is
affiliated with such individuals; or (iii) where the Company acquires less
than 100% of such entity and any of the Insiders or their affiliates
acquire the remaining portion of such target business, unless, in any
case, the Company obtains an opinion from an independent investment
banking firm reasonably acceptable to EBC that the business combination is
fair to the Company’s unaffiliated shareholders from a financial point of
view.
|
5.
|
Neither
the undersigned, any member of the family of the undersigned, nor any
affiliate (“Affiliate”) of the undersigned will be entitled to receive and
will not accept any compensation for services rendered to the Company
prior to or in connection with the consummation of the Business
Combination; provided that commencing on the Effective Date, W Ray Shi LLC
(“Related Party”), shall be allowed to charge the Company $7,500 per
month, representing an allocable share of Related Party’s overhead, to
compensate it for the Company’s use of Related Party’s offices, utilities
and personnel. Related Party and the undersigned shall also be
entitled to reimbursement from the Company for their out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.
|
6.
|
Neither
the undersigned, any member of the family of the undersigned, nor any
Affiliate of the undersigned will be entitled to receive or accept a
finder’s fee or any other compensation in the event the undersigned, any
member of the family of the undersigned or any Affiliate of the
undersigned originates a Business
Combination.
|
7.
|
On
the Effective Date, the undersigned will escrow the Insider Shares
beneficially held him pursuant to the terms of a Stock Escrow Agreement
which the Company will enter into with the undersigned and an escrow agent
acceptable to the Company.
|
8.
|
The
undersigned agrees to be a director of the Company until the earlier of
the consummation by the Company of a Business Combination and the
liquidation of the Company. The undersigned’s biographical
information furnished to the Company and EBC and attached hereto as
Exhibit A is true and accurate in all respects, does not omit any material
information with respect to the undersigned’s background and contains all
of the information required to be disclosed pursuant to Item 401 of
Regulation S-K, promulgated under the Securities Act of 1933, as
amended. The undersigned’s Questionnaire furnished to the
Company and EBC and annexed as Exhibit B hereto is true and accurate in
all respects. The undersigned represents and warrants
that:
|
|
a.
|
she
is not subject to, or a respondent in, any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in
any jurisdiction;
|
|
b.
|
she
has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any
securities and she is not currently a defendant in any such criminal
proceeding; and
|
|
c.
|
she
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities
license or registration denied, suspended or
revoked.
|
9.
|
The
undersigned has full right and power, without violating any agreement by
which she is bound, to enter into this letter agreement and to serve as a
director of the Company.
|
10.
|
The
undersigned hereby waives her right to exercise conversion rights or
appraisal rights with respect to any Ordinary Shares of the Company owned
or to be owned by the undersigned, directly or indirectly, and agrees that
she will not seek conversion or appraisal with respect to such shares in
connection with any vote to approve a Business
Combination.
|
11.
|
The
undersigned hereby waives her right to participate in any tender offer
commenced by the Company and further agrees that she will not tender any
securities then held by him in any such tender
offer.
|
12.
|
The
undersigned hereby agrees to not propose, or vote in favor of, an
amendment to the Company’s Memorandum and Articles of Association to
extend the period of time in which the Company must consummate a Business
Combination prior to its liquidation. Should such a proposal be put before
shareholders other than through actions by the undersigned, the
undersigned hereby agrees to vote against such
proposal.
|
13.
|
In
the event that the Company does not consummate a Business Combination and
must liquidate, and its remaining net assets are insufficient to complete
such liquidation, the undersigned agrees to advance such funds necessary
to complete such liquidation and agrees not to seek repayment for such
expenses.
|
14.
|
This
letter agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The undersigned
hereby (i) agrees that any action, proceeding or claim against him arising
out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of
the United States of America for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive and (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. If for any
reason such agent is unable to act as such, the undersigned will promptly
notify the Company and EBC and appoint a substitute agent acceptable to
each of the Company and EBC within 30 days and nothing in this letter will
affect the right of either party to serve process in any other manner
permitted by law.
|
15.
|
As
used herein, (i) a “Business Combination” shall mean a merger, capital
stock exchange, asset acquisition or other similar business combination
with an operating business; (ii) “Insiders” shall mean all officers,
directors and shareholders of the Company immediately prior to the IPO;
(iii) “Insider Shares” shall mean all of the Ordinary Shares of the
Company acquired by an Insider prior to the IPO; (iv) “Insider Warrants”
means the warrants being sold privately by the Company to certain of the
Insiders; and (v) “IPO Shares” shall mean the Ordinary Shares issued in
the Company’s IPO.
|
Ye
(Sophie) Tao
|
|||
Signature
|