China
VantagePoint Acquisition Company

    465
Brickell Avenue, #617

    Miami, FL
33131

    


    EarlyBirdCapital,
Inc.

    275
Madison Avenue, 27th
Floor

    New York,
New York 10016

     

    Re:           Initial Public
Offering

     

    Gentlemen:

     

    The
undersigned shareholder, officer and director of China VantagePoint Acquisition
Company (“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 15 hereof):

     

    
      	
              1.

            	
              If
      the Company solicits its shareholders for approval of a Business
      Combination, the undersigned will vote all shares of the Company,
      including the 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 “Registration Statement”), 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 his 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 his 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 Account.

            


    

     

    
      	
              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 order to effectuate the consummation of the Business
      Combination; provided that commencing on the Effective Date and ending on
      the earlier of the Company’s consummation of a Business Combination or the
      liquidation of the Trust Account if the Company has not completed a
      Business Combination within the required time periods, Ray Shi Capital
      Group, 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.  The undersigned further agrees that the
      Insider Warrants (or underlying securities) will be subject to transfer
      restrictions described in the Registration Statement and the Warrant
      Purchase Agreement that the undersigned is entering into relating to the
      purchase of such Insider Warrants.

            


    

     

    
      	
              8.

            	
              The
      undersigned agrees to be the Chief Executive Officer and a director of the
      Company until the earlier of the consummation by the Company of a Business
      Combination and the liquidation of the Company if it has not completed a
      Business Combination within the required time periods.  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.

            	
              he
      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.

            	
              he
      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 he is not currently a defendant in any such criminal
      proceeding; and

            


    

     

    
      	
               
      

            	
              c.

            	
              he
      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 he is bound, to enter into this letter agreement and to serve as
      Chief Executive Officer and a director of the
  Company.

            


    

     

    
      	
              10.

            	
              The
      undersigned hereby waives his right to exercise redemption rights in
      connection with any vote held by the Company to approve a proposed
      Business Combination with respect to any Ordinary Shares of the Company
      owned or to be owned by the undersigned, directly or indirectly, and
      agrees that he will not seek redemption with respect to such shares in
      connection with any vote to approve such a proposed Business
      Combination.

            


    

     

    
      	
              11.

            	
              The
      undersigned hereby waives his right to participate in any tender offer
      commenced by the Company and further agrees that he 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 Amended and Restated 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
      resolved through final and biding arbitration in accordance with the
      International Arbitration Rules of the American Arbitration Association
      (“AAA”) brought before the AAA International Center for Dispute
      Resolution’s offices in New York City, New York, will be conducted in
      English and will be decided by a panel of three arbitrators selected from
      the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
      shall be final and enforceable by any court having jurisdiction over the
      party from whom enforcement is sought, (ii) waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient
      forum and (iii) irrevocably agrees to appoint Loeb & Loeb LLP as agent
      for the service of process in the State of New York to receive, for the
      undersigned and on his behalf, service of process in any Proceeding. 
      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.

            


    

     

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                      Wei
      Li

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      Signature