THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

    


    SERIES A
WARRANT TO PURCHASE

    


    SHARES OF
COMMON STOCK

    


    OF

    


    PANTHEON
CHINA ACQUISITION CORP. II

    


    Expires
earlier of the Merger Date (as hereinafter defined) or December 31,
2025

    


    
      
        	
                No.: ______

              	
                Number of Shares: Up to _________

              


      

    

    


    Date of
Issuance: January 13, 2011

    


    FOR VALUE
RECEIVED, the undersigned, Pantheon China Acquisition Corp. II, a Cayman Islands
corporation (together with its successors and assigns, the “Issuer”), hereby
certifies that [●] (the “Holder”) or its
registered assigns is entitled to subscribe for and purchase, during the Term
(as hereinafter defined), up to [●] ([●]) shares (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect, subject, however, to the provisions and
upon the terms and conditions hereinafter set forth. Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 8 hereof.

    


    1.  
Term. The term
of this Warrant shall commence on January 13, 2011, and shall expire at 6:00
p.m., Eastern Time, on the earlier of (i) 6 years from the date of a Merger, the
Merger Date (as hereinafter defined) and (ii) December 31, 2025 (such period
being the “Term” and such date,
the “Termination
Date”).

    


    2.  
Method of Exercise;
Payment; Issuance of New Warrant; Transfer and Exchange.

    


    (a)
  Time of
Exercise. The purchase rights represented by this Warrant may be
exercised at any time and from time to time in whole or in part during the Term
for such number of shares of Common Stock set forth above.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (b)
  Method of
Exercise. The Holder hereof may exercise this Warrant, in whole or in
part, by the surrender of this Warrant (with the exercise form attached hereto
duly executed (“Notice
of Exercise”)) at the principal office of the Issuer, and by the payment
to the Issuer of an amount of consideration therefor equal to the Warrant Price
in effect on the date of such exercise multiplied by the number of shares of
Warrant Stock with respect to which this Warrant is then being exercised,
payable at such Holder’s election (i) by certified or official bank check or by
wire transfer to an account designated by the Issuer, (ii) by “cashless
exercise” in accordance with the provisions of subsection (c) of this Section 2,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.

    


    (c)
  Cashless
Exercise. Notwithstanding any provision herein to the contrary at any
time, and from time to time the Holder may elect to exercise this Warrant by a
cashless exercise and shall receive the number of shares of Common Stock equal
to an amount (as determined below) by surrender of this Warrant at the principal
office of the Issuer together with the properly endorsed Notice of Exercise in
which event the Issuer shall issue to the Holder a number of shares of Common
Stock computed using the following formula:


     

    
      
        
          	
                    X =

                	
                  Y - (A)(Y)

                
	 
      	
                  B

                


        

      

    

    


    
      
        	
                Where

              	
                X
      =

              	
                the
      number of shares of Common Stock to be issued to the
    Holder.

              
	 
      	 
      	 
      
	 
      	
                Y
      =

              	
                the
      number of shares of Warrant Stock issuable upon exercise of this Warrant
      in accordance with the terms of this Warrant by means of a cash exercise
      rather than a cashless exercise.

              
	 
      	 
      	 
      
	 
      	
                A
      =

              	
                the
      Warrant Price.

              
	 
      	 
      	 
      
	 
      	
                B
      =

              	
                the
      Per Share Market Value of one share of Common Stock on the Trading Day
      immediately preceding the date of such
election.

              


      

    

    


    (d)
  Issuance of
Stock Certificates. In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding five (5) Trading Days after such exercise (the “Delivery Date”) or,
at the request of the Holder (provided that a registration statement under the
Securities Act providing for the resale of the Warrant Stock is then in effect
or that the shares of Warrant Stock are otherwise exempt from registration),
issued and delivered to the Depository Trust Company (“DTC”) account on the
Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a
reasonable time, not exceeding five (5) Trading Days after such exercise, and
the Holder hereof shall be deemed for all purposes to be the holder of the
shares of Warrant Stock so purchased as of the date of such exercise.
Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent
shall only be obligated to issue and deliver the shares to the DTC on a holder’s
behalf via DWAC if such exercise is in connection with a sale or other exemption
from registration by which the shares may be issued without a restrictive legend
and the Issuer and its transfer agent are participating in DTC through the DWAC
system. The Holder shall deliver this original Warrant, or an indemnification
undertaking with respect to such Warrant in the case of its loss, theft or
destruction, at such time that this Warrant is fully exercised. With respect to
partial exercises of this Warrant, the Issuer shall keep written records for the
Holder of the number of shares of Warrant Stock exercised as of each date of
exercise.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (e)
  Transferability
of Warrant. Subject to Section 2(g) hereof, this Warrant may be
transferred by a Holder, in whole or in part, without the consent of the Issuer.
If transferred pursuant to this paragraph, this Warrant may be transferred on
the books of the Issuer by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant at the principal office of the Issuer,
properly endorsed (by the Holder executing an assignment in the form attached
hereto) and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. This Warrant is exchangeable at the principal
office of the Issuer for Warrants to purchase the same aggregate number of
shares of Warrant Stock, each new Warrant to represent the right to purchase
such number of shares of Warrant Stock as the Holder hereof shall designate at
the time of such exchange. All Warrants issued on transfers or exchanges shall
be dated the Original Issue Date and shall be identical with this Warrant except
as to the number of shares of Warrant Stock issuable pursuant
thereto.

    


    (f)
  Continuing
Rights of Holder. The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant, provided that if any
such Holder shall fail to make any such request, the failure shall not affect
the continuing obligation of the Issuer to afford such rights to such
Holder.

    


    (g)
  Compliance with
Securities Laws.

    


    (i)
  The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the shares of Warrant Stock to be issued upon exercise hereof are
being acquired solely for the Holder’s own account and not as a nominee for any
other party, and for investment, and that the Holder will not offer, sell or
otherwise dispose of this Warrant or any shares of Warrant Stock to be issued
upon exercise hereof except pursuant to an effective registration statement, or
an exemption from registration, under the Securities Act and any applicable
state securities laws.

    


    (ii)
  Except as provided in paragraph (iii) below, this Warrant and all
certificates representing shares of Warrant Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following
form:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.

    


    (iii)
  The Issuer agrees to reissue this Warrant or certificates representing
any of the Warrant Stock, without the legend set forth above if at such time,
prior to making any transfer of any such securities, the Holder shall give
written notice to the Issuer describing the manner and terms of such transfer.
Such proposed transfer will not be effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the United States Securities and Exchange Commission
and has become effective under the Securities Act, or (iii) the Issuer has
received other evidence reasonably satisfactory to the Issuer that such
registration and qualification under the Securities Act and state securities
laws are not required; and (b) either (i) the Issuer has received an opinion of
counsel reasonably satisfactory to the Issuer, to the effect that registration
or qualification under the securities or “blue sky” laws of any state is not
required in connection with such proposed disposition, or (ii) compliance with
applicable state securities or “blue sky” laws has been effected or a valid
exemption exists with respect thereto. The Issuer will respond to any such
notice from a holder within five (5) Trading Days. In the case of any proposed
transfer under this Section 2(h), the Issuer will use reasonable efforts to
comply with any such applicable state securities or “blue sky” laws, but shall
in no event be required, (x) to qualify to do business in any state where it is
not then qualified, (y) to take any action that would subject it to tax or to
the general service of process in any state where it is not then subject, or (z)
to comply with state securities or “blue sky” laws of any state for which
registration by coordination is unavailable to the Issuer. The restrictions on
transfer contained in this Section 2(h) shall be in addition to, and not by way
of limitation of, any other restrictions on transfer contained in any other
section of this Warrant. Whenever a certificate representing the Warrant Stock
is required to be issued to the Holder without a legend, in lieu of delivering
physical certificates representing the Warrant Stock, the Issuer shall cause its
transfer agent to electronically transmit the Warrant Stock to the Holder by
crediting the account of the Holder or Holder’s Prime Broker with DTC through
its DWAC system (to the extent not inconsistent with any provisions of this
Warrant or the Warrant Purchase Agreement).

    


    (i)
  Accredited
Investor Status. In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Rule 501(a) of Regulation D promulgated under the Securities Act or a “non-U.S.
person” as defined in Regulation S.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    3.  
Stock Fully Paid;
Reservation and Listing of Shares; Covenants.

    


    (a)
  Stock Fully
Paid. The Issuer represents, warrants, covenants and agrees that all
shares of Warrant Stock which may be issued upon the exercise of this Warrant or
otherwise hereunder will, when issued in accordance with the terms of this
Warrant, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges created by or through the Issuer. The
Issuer further covenants and agrees that during the period within which this
Warrant may be exercised, the Issuer will at all times have authorized and
reserved for the purpose of the issuance upon exercise of this Warrant a number
of authorized but unissued shares of Common Stock equal to at least one hundred
thirty percent (130%) of the number of shares of Common Stock issuable upon
exercise of this Warrant without regard to any limitations on
exercise.

    


    (b)
  Reservation. If any
shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Issuer will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified, in accordance with and subject to the terms and
provisions of the Registration Rights Agreement. If the Issuer shall list any
shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, and maintain and increase when necessary such listing,
of, all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder (provided that such
Warrant Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

    


    (c)
  Covenants. The Issuer
shall not by any action including, without limitation, amending the Certificate
of Incorporation or the by-laws of the Issuer, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment. Without limiting the generality of the foregoing, the Issuer will
(i) not permit the par value, if any, of its Common Stock to exceed the then
effective Warrant Price, (ii) not amend or modify any provision of the
Certificate of Incorporation or by-laws of the Issuer in any manner that would
adversely affect the rights of the Holders of the Warrants, (iii) take all such
action as may be reasonably necessary in order that the Issuer may validly and
legally issue fully paid and nonassessable shares of Common Stock, free and
clear of any liens, claims, encumbrances and restrictions (other than as
provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this
Warrant.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (d)
  Loss, Theft,
Destruction of Warrants. Upon receipt of evidence satisfactory to the
Issuer of the ownership of and the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Issuer or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Issuer will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.

    


    (e)
  Payment of
Taxes. The Issuer will pay any documentary stamp taxes attributable to
the initial issuance of the Warrant Stock issuable upon exercise of this
Warrant; provided, however, that the
Issuer shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
representing Warrant Stock in a name other than that of the Holder in respect to
which such shares are issued.

    


    4.  
Adjustment of Warrant
Price. The price at which such shares of Warrant Stock may be purchased
upon exercise of this Warrant shall be subject to adjustment from time to time
as set forth in this Section 4. The Issuer shall give the Holder notice of any
event described below which requires an adjustment pursuant to this Section 4 in
accordance with the notice provisions set forth in Section 5.

    


    (a)
  Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.  In case the Issuer after the Original Issue Date shall
do any of the following (each, a “Triggering Event”):
(a) consolidate or merge with or into any other Person and the Issuer shall not
be the continuing or surviving corporation of such consolidation or merger, or
(b) transfer all or substantially all of its properties or assets to any other
Person, or (c) effect a capital reorganization or reclassification of its
Capital Stock, then, and in the case of each such Triggering Event, proper
provision shall be made to the Warrant Price and the number of shares of Warrant
Stock that may be purchased upon exercise of this Warrant so that, upon the
basis and the terms and in the manner provided in this Warrant, the Holder of
this Warrant shall be entitled upon the exercise hereof at any time after the
consummation of such Triggering Event, to the extent this Warrant is not
exercised prior to such Triggering Event, to receive at the Warrant Price in
effect at the time immediately prior to the consummation of such Triggering
Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
prior to such Triggering Event, the Securities, cash and property to which such
Holder would have been entitled upon the consummation of such Triggering Event
if such Holder had exercised the rights represented by this Warrant immediately
prior thereto (including the right of a shareholder to elect the type of
consideration it will receive upon a Triggering Event), subject to adjustments
(subsequent to such corporate action) as nearly equivalent as possible to the
adjustments provided for elsewhere in this Section 4.  Immediately
upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in
writing of such Triggering Event and provide the calculations in determining the
number of shares of Warrant Stock issuable upon exercise of the new warrant and
the adjusted Warrant Price. Upon the Holder’s request, the continuing or
surviving corporation as a result of such Triggering Event shall issue to the
Holder a new warrant of like tenor evidencing the right to purchase the adjusted
number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the
terms and provisions of this Section 4(a).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (b)
  Stock
Dividends, Subdivisions and Combinations. If at any time the Issuer
shall:

    


    (i)
  make or issue or set a record date for the holders of the Common Stock
for the purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,

    


    (ii)
  subdivide its outstanding shares of Common Stock into a larger number of
shares of Common Stock, or

    


    (iii)
  combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock,

    


    then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.

    


    (c)
  Certain Other
Distributions. If at any time the Issuer shall make or issue or set a
record date for the holders of the Common Stock for the purpose of entitling
them to receive any dividend or other distribution of:

    


    (i)
  cash,

    


    (ii)
  any evidences of its indebtedness, any shares of stock of any class or
any other securities or property of any nature whatsoever (other than cash,
Common Stock Equivalents or Additional Shares of Common Stock), or

    


    (iii)
  any warrants or other rights to subscribe for or purchase any evidences
of its indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock),


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    then (1)
the number of shares of Common Stock for which this Warrant is exercisable shall
be adjusted to equal the product of the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to such adjustment
multiplied by a fraction (A) the numerator of which shall be the Per Share
Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm mutually
agreed upon by the Issuer and the Holder) of any and all such evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights so distributable, and (2) the Warrant Price then
in effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment. A reclassification of the Common Stock (other than a change in
par value, or from par value to no par value or from no par value to par value)
into shares of Common Stock and shares of any other class of stock shall be
deemed a distribution by the Issuer to the holders of its Common Stock of such
shares of such other class of stock within the meaning of this Section 4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section
4(b).

    


    (d)
  Issuance of
Additional Shares of Common Stock.

    


    During
the Term of this Warrant, in the event the Issuer shall issue any Additional
Shares of Common Stock (otherwise than as provided in the foregoing subsections
(a) through (c) of this Section 4), at a price per share less than the Warrant
Price then in effect or without consideration, then the Warrant Price then in
effect shall be reduced to such other lower price for then outstanding
Warrants.  For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Warrant Price upon
the issuance of the above-described security, debt instrument, warrant, right,
or option if such issuance is at a price lower than the Warrant Price in effect
upon such issuance and again at any time upon any actual, permitted, optional,
or allowed issuances of shares of Common Stock upon any actual, permitted,
optional, or allowed exercise of such conversion or purchase rights if such
issuance is at a price lower than the Warrant Price in effect upon any actual,
permitted, optional, or allowed issuance.  Common Stock issued or
issuable by the Company for no consideration or for consideration that cannot be
determined at the time of issue will be deemed issuable or to have been issued
for $0.0001 per share of Common Stock.  The reduction of the Warrant
Price described in this Section 4(d) is in addition to the other rights of the
Holder described in the related transaction documents.  Upon any
reduction of the Warrant Price, the number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4(d)) be issuable on such exercise by a fraction of which (a) the
numerator is the Warrant Price that would otherwise (but for the provisions of
this Section 4(d)) be in effect, and (b) the denominator is the Warrant Price in
effect on the date of such exercise, provided, further, that the
Issuer may engage in offerings to sell up to an aggregate of one hundred
thousand dollars ($100,000) of Common Stock without triggering an adjustment of
the then in effect Warrant Price, (an “Exempt Offering”).  No
adjustment of the number of shares of Common Stock for which this Warrant shall
be exercisable shall be made pursuant to this Section 4(d) upon the issuance of
any Additional Shares of Common Stock which are issued pursuant to the exercise
of any Common Stock Equivalents, if any such adjustment shall previously have
been made upon the issuance of such Common Stock Equivalents (or upon the
issuance of any warrant or other rights therefor) pursuant to Section
4(e).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (e)
  Issuance of
Common Stock Equivalents. In the event the Issuer shall take a record of
the holders of its Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly or by assumption in a
merger in which the Issuer is the surviving corporation) issue or sell, any
Common Stock Equivalents, whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon such conversion or exchange shall be less than the
Warrant Price in effect immediately prior to the time of such issue or sale, or
if, after any such issuance of Common Stock Equivalents, the price per share for
which Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall be less than the Warrant Price in
effect at the time of such amendment or adjustment, then the Warrant Price then
in effect shall be adjusted as provided in Section 4(d). No further adjustments
of the number of shares of Common Stock for which this Warrant is exercisable
and the Warrant Price then in effect shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Common Stock
Equivalents.

    


    (f)
  Other
Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect provided for in this Section 4:

    


    (i)
  Computation of
Consideration. To the extent that any Additional Shares of Common Stock
or any Common Stock Equivalents (or any warrants or other rights therefor) shall
be issued for cash consideration, the consideration received by the Issuer
therefor shall be the amount of the cash received by the Issuer therefor, or, if
such Additional Shares of Common Stock or Common Stock Equivalents are offered
by the Issuer for subscription, the subscription price, or, if such Additional
Shares of Common Stock or Common Stock Equivalents are sold to underwriters or
dealers for public offering without a subscription offering, the initial public
offering price (in any such case subtracting any amounts paid or receivable for
accrued interest or accrued dividends and without taking into account any
compensation, discounts or expenses paid or incurred by the Issuer for and in
the underwriting of, or otherwise in connection with, the issuance thereof). In
connection with any merger or consolidation in which the Issuer is the surviving
corporation (other than any consolidation or merger in which the previously
outstanding shares of Common Stock of the Issuer shall be changed to or
exchanged for the stock or other securities of another corporation), the amount
of consideration therefore shall be, deemed to be the fair value, as determined
reasonably and in good faith by the Board, and acceptable to the Holder, of such
portion of the assets and business of the nonsurviving corporation as the Board
may determine to be attributable to such shares of Common Stock or Common Stock
Equivalents, as the case may be. The consideration for any Additional Shares of
Common Stock issuable pursuant to any warrants or other rights to subscribe for
or purchase the same shall be the consideration received by the Issuer for
issuing such warrants or other rights plus the additional consideration payable
to the Issuer upon exercise of such warrants or other rights. The consideration
for any Additional Shares of Common Stock issuable pursuant to the terms of any
Common Stock Equivalents shall be the consideration received by the Issuer for
issuing warrants or other rights to subscribe for or purchase such Common Stock
Equivalents, plus the consideration paid or payable to the Issuer in respect of
the subscription for or purchase of such Common Stock Equivalents, plus the
additional consideration, if any, payable to the Issuer upon the exercise of the
right of conversion or exchange in such Common Stock Equivalents. In the event
of any consolidation or merger of the Issuer in which the Issuer is not the
surviving corporation or in which the previously outstanding shares of Common
Stock of the Issuer shall be changed into or exchanged for the stock or other
securities of another corporation, or in the event of any sale of all or
substantially all of the assets of the Issuer for stock or other securities of
any corporation, the Issuer shall be deemed to have issued a number of shares of
its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated, and for a consideration equal to the fair market
value on the date of such transaction of all such stock or securities or other
property of the other corporation. In the event any consideration received by
the Issuer for any securities consists of property other than cash, the fair
market value thereof at the time of issuance or as otherwise applicable shall be
as determined in good faith by the Board. In the event Common Stock is issued
with other shares or securities or other assets of the Issuer for consideration
which covers both, the consideration computed as provided in this Section
4(f)(i) shall be allocated among such securities and assets as determined in
good faith by the Board.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (ii)
  Fractional
Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest one
one-hundredth (1/100th) of a share.

    


    (iii)
  When Adjustment
Not Required. If the Issuer shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

    


    (h)
  Form of Warrant
after Adjustments. The form of this Warrant need not be changed because
of any adjustments in the Warrant Price or the number and kind of Securities
purchasable upon the exercise of this Warrant.

    


    5.  
Notice of
Adjustments. Whenever the Warrant Price or Warrant Share Number shall be
adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an
“adjustment”),
the Issuer shall cause its Chief Financial Officer or other authorized officer,
as the case may be, to prepare and execute a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    6.  
Fractional
Shares. No fractional shares of Warrant Stock will be issued in
connection with any exercise hereof, but in lieu of such fractional shares, the
Issuer shall, at its option, (a) pay an amount in cash equal to the Warrant
Price multiplied by such fraction or (b) round the number of shares to be issued
upon exercise up to the nearest whole number of shares.

    


    7.   Registration Rights.
The Holder of this Warrant is entitled to the benefit of certain registration
rights with respect to the shares of Warrant Stock issuable upon the exercise of
this Warrant pursuant to that certain Registration Rights Agreement, of even
date herewith, by and among the Issuer and Persons listed on Schedule I thereto
(the “Registration
Rights Agreement”) and the registration rights with respect to the shares
of Warrant Stock issuable upon the exercise of this Warrant by any subsequent
Holder may only be assigned in accordance with the terms and provisions of the
Registrations Rights Agreement.

     

    8.  
Definitions.
For the purposes of this Warrant, the following terms have the following
meanings:

    


    “Additional Shares of Common
Stock” means all shares of Common Stock issued by the Issuer after the
Original Issue Date, and all shares of Other Common, if any, issued by the
Issuer after the Original Issue Date, except: (i) securities issued (other than
for cash) in connection with a strategic merger, acquisition, or consolidation,
provided that the issuance of such securities in connection with such strategic
merger, acquisition, or consolidation has been approved in advance by the
Majority Holders, (ii) securities issued pursuant to the conversion or exercise
of convertible or exercisable securities issued or outstanding on or prior to
the date of the Warrant Purchase Agreement or issued pursuant to the Warrant
Purchase Agreement (so long as the conversion or exercise price in such
securities are not amended to lower such price and/or adversely affect the
Holders) which have previously been disclosed to the Holder, (iii) the Warrant
Stock, (iv) securities issued in connection with bona fide strategic license
agreements or other partnering arrangements so long as such issuances are not
for the purpose of raising capital and provided that the issuance of such
securities in connection with such bona fide strategic license agreements or
other partnering arrangements has been approved in advance by the Majority
Holders, (v) Common Stock issued or the issuance or grants of options to
purchase Common Stock pursuant to the Issuer’s equity incentive plans
outstanding as they exist on the date of the Warrant Purchase Agreement, (vi)
the issuance or grants of options to purchase Common Stock to employees,
officers or directors of the Issuer pursuant to any equity incentive plan duly
adopted by the Board or a committee thereof established for such purpose so long
as such issuances in the aggregate do not exceed five percent (5%) of the total
number of then issued and outstanding shares of Common Stock, unless approved by
the Majority Holders, and the specified price at which the options may be
exercised is equal to or greater than the Per Share Market Value as of the date
of such grant, (vii) any warrants, shares of Common Stock or other securities
issued to a placement agent and its designees for the transactions contemplated
by the Warrant Purchase Agreement, which have been previously disclosed to the
Holder or in any other sales of the Issuer’s securities and any securities
issued in connection with any financial advisory agreements of the Issuer and
the shares of Common Stock issued upon exercise of any such warrants or
conversions of any such other securities and (viii) any warrants, shares of
Common Stock or other securities issued to any advisor or consultant to the
Company that are outstanding as of the date of the Warrant Purchase Agreement,
or are to be issued pursuant to the terms of an engagement letter or other
contractual obligation as of the date of the Warrant Purchase Agreement, and
which have previously been disclosed to the Holder.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Board” shall mean the
Board of Directors of the Issuer.

    


     “Capital Stock” means
and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.

    


    “Certificate of
Incorporation” means the Certificate of Incorporation of the Issuer as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.

    


     “Common Stock” means
the Common Stock, $0.0001 par value per share, of the Issuer and any other
Capital Stock into which such stock may hereafter be changed.

    


    “Common Stock
Equivalent” means any Convertible Security or warrant, option or other
right to subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Security.

    


    “Conversion Shares”
means the shares of Common Stock issuable upon conversion of outstanding shares
of Preferred Stock.

    


    “Convertible
Securities” means evidences of Indebtedness, shares of Capital Stock or
other Securities which are or may be at any time convertible into or
exchangeable for Additional Shares of Common Stock. The term “Convertible
Security” means one of the Convertible Securities.

    


    “Governmental
Authority” means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.

    


    “Exempt Offering”
means the issuance of an offering of Common Stock totaling less than one hundred
thousand U.S. dollars ($100,000) which will not trigger the anti-dilution
provisions of Section 4(d).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Holders” mean the
Persons who shall from time to time own any Warrant. The term “Holder” means one
of the Holders.

    


    “Independent
Appraiser” means a nationally recognized or major regional investment
banking firm or firm of independent certified public accountants of recognized
standing (which may be the firm that regularly examines the financial statements
of the Issuer) that is regularly engaged in the business of appraising the
Capital Stock or assets of corporations or other entities as going concerns, and
which is not affiliated with either the Issuer or the Holder of any
Warrant.

    


    “Issuer” means
Pantheon China Acquisition Corp. II, a Cayman Islands corporation, and its
successors.

    


    “Majority Holders”
means at any time the Holders of Warrants exercisable for a majority of the
shares of Warrant Stock issuable under the Warrants at the time
outstanding.

    


     “Merger” means the
successful merger or business combination of the Issuer with an operating
company.

    


     “Merger Date” means
the date a Merger is consummated.

    


    “Original Issue Date”
means January 13, 2011

    


    “OTC Bulletin Board”
means the over-the-counter electronic bulletin board.

    


    “Other Common” means
any other Capital Stock of the Issuer of any class which shall be authorized at
any time after the date of this Warrant (other than Common Stock) and which
shall have the right to participate in the distribution of earnings and assets
of the Issuer without limitation as to amount.

    


    “Outstanding Common
Stock” means, at any given time, the aggregate amount of outstanding
shares of Common Stock, assuming full exercise, conversion or exchange (as
applicable) of all options, warrants and other Securities which are convertible
into or exercisable or exchangeable for, and any right to subscribe for, shares
of Common Stock that are outstanding at such time.

    


    “Person” means an
individual, corporation, limited liability company, partnership, joint stock
company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “Per Share Market
Value” means on any particular date (a) the last closing price per share
of the Common Stock on such date on the Trading Market or another registered
national stock exchange on which the Common Stock is then listed, or if there is
no closing price on such date, then the closing bid price on such date, or if
there is no closing bid price on such date, then the closing price on such
exchange or quotation system on the date nearest preceding such date, or (b) if
the Common Stock is not listed then on a Trading Market or any registered
national stock exchange, the last closing price for a share of Common Stock in
the over-the-counter market, as reported by the Trading Market or any registered
national stock exchange or in the National Quotation Bureau Incorporated or
similar organization or agency succeeding to its functions of reporting prices)
at the close of business on such date, or if there is no closing price on such
date, then the closing bid price on such date, or (c) if the Common Stock is not
then reported by the Trading Market or any registered national stock exchange or
in the National Quotation Bureau Incorporated (or similar organization or agency
succeeding to its functions of reporting prices), then the average of the “Pink
Sheet” quotes for the five (5) Trading Days preceding such date of
determination, or (d) if the Common Stock is not then publicly traded the fair
market value of a share of Common Stock as determined by an Independent
Appraiser selected in good faith by the Majority Holders; provided, however, that the
Issuer, after receipt of the determination by such Independent Appraiser, shall
have the right to select an additional Independent Appraiser, in which case, the
fair market value shall be equal to the average of the determinations by each
such Independent Appraiser; and provided, further, that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period. The determination of fair market value by an Independent Appraiser shall
be based upon the fair market value of the Issuer determined on a going concern
basis as between a willing buyer and a willing seller and taking into account
all relevant factors determinative of value, and shall be final and binding on
all parties. In determining the fair market value of any shares of Common Stock,
no consideration shall be given to any restrictions on transfer of the Common
Stock imposed by agreement or by federal or state securities laws, or to the
existence or absence of, or any limitations on, voting rights.

    


    “Securities” means any
debt or equity securities of the Issuer, whether now or hereafter authorized,
any instrument convertible into or exchangeable for Securities or a Security,
and any option, warrant or other right to purchase or acquire any Security.
“Security” means one of the Securities.

    


    “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute then in
effect.

    


    “Subsidiary” means any
corporation at least 50% of whose outstanding Voting Stock shall at the time be
owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

    


    “Term” has the meaning
specified in Section 1 hereof.

    


    “Trading Day” means
(a) a day on which the Common Stock is traded on a Trading Market, or (b) if the
Common Stock is not traded on a Trading Market, a day on which the Common Stock
is quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices); provided, however, that in the
event that the Common Stock is not listed or quoted as set forth in (a) or (b)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the
New York Stock Exchange Amex or the OTC Bulletin Board.

    


    “Voting Stock” means,
as applied to the Capital Stock of any corporation, Capital Stock of any class
or classes (however designated) having ordinary voting power for the election of
a majority of the members of the Board of Directors (or other governing body) of
such corporation, other than Capital Stock having such power only by reason of
the happening of a contingency.

    


    “Warrants” means the
Warrants issued and sold pursuant to the Warrant Purchase Agreement, including,
without limitation, this Warrant, and any other warrants of like tenor issued in
substitution or exchange for any thereof pursuant to the provisions of Section
2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

    


    “Warrant Price”
initially means $1.00, as such price may be adjusted from time to time as shall
result from the adjustments specified in this Warrant, including Section 4
hereto.

    


    “Warrant Share Number”
means at any time the aggregate number of shares of Warrant Stock which may at
such time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made under
the terms hereof.

    


    “Warrant Stock” means
Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
issuable pursuant to any Warrant or Warrants.

    


    9.  
Other Notices.
In case at any time:

    


    (a)
  the Issuer shall make any distributions to the holders of Common Stock;
or

    


    (b)
  the Issuer shall authorize the granting to all holders of its Common
Stock of rights to subscribe for or purchase any shares of Capital Stock of any
class or other rights; or

    


    (c)
  there shall be any reclassification of the Capital Stock of the Issuer;
or

    


    (d)
  there shall be any capital reorganization by the Issuer;
or


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (e)
  there shall be any (i) consolidation or merger involving the Issuer or
(ii) sale, transfer or other disposition of all or substantially all of the
Issuer’s property, assets or business (except a merger or other reorganization
in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or

    


    (f)
  there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Issuer or any partial liquidation of the Issuer or
distribution to holders of Common Stock;

    


    then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than ten (10) days prior
to the record date or the date on which the Issuer’s transfer books are closed
in respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

    


    10.
  Amendment and
Waiver. Any term, covenant, agreement or condition in this Warrant may be
amended, or compliance therewith may be waived (either generally or in a
particular instance and either retroactively or prospectively), by a written
instrument or written instruments executed by the Issuer and the Holders and its
successors and assigns;. No consideration shall be offered or paid to any person
to amend or consent to a waiver or modification of any provision of this Warrant
unless the same consideration is also offered to all holders of the
Warrants.

    


    11.
  Governing Law;
Jurisdiction. This Warrant shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of New York, without regard to the conflict of laws principles
thereof.

    


    12.
  Notices.
Any notice, demand, request, waiver or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) immediately
upon hand delivery, telecopy or facsimile at the address or number designated
below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  If
      to the Issuer:

                	
                  Pantheon
      China Acquisition Corp. II

                  Unit
      1804 Tower E1, Oriental Plaza

                  Dong
      Cheng District

                  Beijing
      100738, China

                  Attn:  Jennifer
      Weng

                
	 
      	 
      
	
                  with
      copies (which copies

                  shall
      not constitute notice)

                  to:

                	
                  Anslow
      & Jaclin LLP

                  195
      Route 9 South, 2nd
      Floor

                  Manalapan,
      NJ 07726

                  Attn:
      Joseph M. Lucosky, Esq.

                  Tel.
      No.: (732) 409-1212

                  Fax
      No: (732) 577-1188

                
	 
      	 
      
	
                  If
      to the Holder:

                	
                  [●]

                


        

      

    

    


    Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days written notice of such changed address to the other party
hereto.

    


    13.
  Warrant
Agent. The Issuer may, by written notice to the Holder of this Warrant,
appoint an agent having an office in New York, New York for the purpose of
issuing shares of Warrant Stock on the exercise of this Warrant pursuant to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

    


    14.
  Remedies. The Issuer
stipulates that the remedies at law of the Holder of this Warrant in the event
of any default or threatened default by the Issuer in the performance of or
compliance with any of the terms of this Warrant are not and will not be
adequate and that, to the fullest extent permitted by law, such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

    


    15.
  Successors and
Assigns. This Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors and assigns of the Issuer, the
Holder hereof and (to the extent provided herein) the Holders of Warrant Stock
issued pursuant hereto, and shall be enforceable by any such Holder or Holder of
Warrant Stock.

    


    16.
  Modification
and Severability. If, in any action before any court or agency legally
empowered to enforce any provision contained herein, any provision hereof is
found to be unenforceable, then such provision shall be deemed modified to the
extent necessary to make it enforceable by such court or agency. If any such
provision is not enforceable as set forth in the preceding sentence, the
unenforceability of such provision shall not affect the other provisions of this
Warrant, but this Warrant shall be construed as if such unenforceable provision
had never been contained herein.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    17.    No Rights as
Stockholders. Prior to the exercise of this Warrant, the Holder shall not
have or exercise any rights as a stockholder of the Issuer by virtue of its
ownership of this Warrant.

    


    18.
  Headings. The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

    


    [-REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK-]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
first above written.

    


    
      
        
          	 
      	
                  COMPANY:

                
	 
      	 
      
	 
      	
                  PANTHEON
      CHINA ACQUISITION CORP. II

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	
                  Name: 

                	
                  Jennifer
      J. Weng

                
	 
      	
                  Title:

                	
                  Director,
      President

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	
                  Name:

                	
                  Charles
      W. Allen

                
	 
      	
                  Title:

                	
                  Director,
      Secretary, Chief Financial
Officer

                


        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    SERIES A
WARRANT

    


    PANTHEON
CHINA ACQUISITION CORP. II

    


    The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of
________________________________ covered by the within Warrant.

     

    
      
        
          
            
              	
                      Dated:

                    	
                        

                    	 
      	
                      Signature

                    	
                        

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Address

                    	
                        

                    
	 
      	 
      	 
      	 
      	
                        

                    
	 
      	 
      	 
      	 
      	
                        

                    


            

          

        

      

    

    


    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: _________________________

    


    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

    


    The
undersigned intends that payment of the Warrant Price shall be made as (check
one):

    


    Cash
Exercise_______

    


    Cashless
Exercise_______

    


    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Issuer in
accordance with the terms of the Warrant.

    


    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is ___________. The Issuer shall pay a
cash adjustment in respect of the fractional portion of the product of the
calculation set forth below in an amount equal to the product of the fractional
portion of such product and the Per Share Market Value on the date of exercise,
which product is ____________.

     

    
      
        
          	
                    X =

                	
                  Y - (A)(Y)

                
	 
      	
                  B

                


        

      

    

    


    Where:

    


    The
number of shares of Common Stock to be issued to the Holder
__________________(“X”).


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ___________________________ (“Y”).

    


    The
Warrant Price ______________ (“A”).

    


    The Per
Share Market Value of one share of Common Stock _______________________
(“B”).


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

     

    
      
        
          
            
              	
                      Dated:

                    	
                        

                    	 
      	
                      Signature

                    	
                        

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Address

                    	
                        

                    
	 
      	 
      	 
      	 
      	
                        

                    
	 
      	 
      	 
      	 
      	
                        

                    


            

          

        

      

    

    


    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named
corporation.

     

    
      
        
          
            
              	
                      Dated:

                    	
                        

                    	 
      	
                      Signature

                    	
                        

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Address

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


            

          

        

      

    

    


    FOR USE
BY THE ISSUER ONLY:

    


    This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


    
      
         


      

      
        22