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 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 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 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 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.

            	
              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 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 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 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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                          Ye
      (Sophie) Tao

                        

                      	 
      
	 
      	 
      	 
      
	 
      	 
        	 
      
	 
      	
                        Signature