Unassociated Document


     

    PROMISSORY
NOTE

    


    
      	
              $[●]

            	
              January
      13,
      2011                

            


    

    


    FOR VALUE RECEIVED, and intending to be
legally bound, Pantheon China Acquisition Corp. II (the “Maker”), hereby
unconditionally and irrevocably promises to pay to the order of [●] (the
“Payee”), in lawful money of the United States of America, the sum of [●] ($[●])
on or before the earlier of (i) January 13, 2015 or (ii) the date that the Maker
(or a wholly owned subsidiary of the Maker) consummates a merger or similar
transaction with an operating business (the “Maturity Date”).

    


    This Promissory Note is non-interest
bearing, and shall be due and payable at the Maturity Date, or the prepayment
date, if any, whichever is earlier. This Promissory Note may
be prepaid in whole or in part at any time or from time to time prior to the
Maturity Date.

    


    For purposes of this Promissory Note,
an "Event of Default" shall occur if the Maker shall: (i) fail to pay the entire
principal amount of this Promissory Note when due and payable, (ii) admit in
writing its inability to pay any of its monetary obligations under this
Promissory Note, (iii) make a general assignment of its assets for the benefit
of creditors, or (iv) allow any proceeding to be instituted by or against it
seeking relief from or by creditors, including, without limitation, any
bankruptcy proceedings.

    


    In the event that an Event of Default
has occurred, the Payee or any other holder of this Promissory Note may, by
notice to the Maker, declare this entire Promissory Note to be forthwith
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the
Maker.  In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then this entire
Promissory Note shall automatically become due and payable without any notice or
other action by Payee.

    


    The nonexercise or delay by the Payee
or any other holder of this Promissory Note of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.  No waiver of any right shall be effective unless
in writing signed by the Payee, and no waiver on one or more occasions shall be
conclusive as a bar to or waiver of any right on any other
occasion.

    


    Should any part of the indebtedness
evidenced hereby be collected by law or through an attorney-at-law, the Payee or
any other holder of this Promissory Note shall, if permitted by applicable law,
be entitled to collect from the Maker all reasonable costs of collection,
including, without limitation, attorneys’ fees.

    


    All notices and other communications
must be in writing to the address of the party set forth in the first paragraph
hereof and shall be deemed to have been received when delivered personally
(which shall include via an overnight courier service) or, if mailed, three (3)
business days after having been mailed by registered or certified mail, return
receipt requested, postage prepaid. The parties may designate by notice to each
other any new address for the purpose of this Promissory Note.

     

    
       

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Maker hereby forever waives
presentment, demand, presentment for payment, protest, notice of protest, and
notice of dishonor of this Promissory Note and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Promissory Note.

    


    This Promissory Note shall be binding
upon the successors and assigns of the Maker, and shall be binding upon, and
inure to the benefit of, the successors and assigns of the Payee.

    


    This Promissory Note 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.

    


    IN WITNESS WHEREOF, the undersigned
Maker has executed this Promissory Note as of January 13, 2011.

    


    
      
        
          
            	 
      	
                    MAKER:

                  
	 
      	 
      
	 
      	
                    PANTHEON
      CHINA ACQUISITION CORP. II

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Jennifer
      J. Weng – Director, President

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Charles
      W. Allen – Director, Secretary, 

                    Chief
      Financial Officer

                  


          

        

      

    

     

    
      
         


      

      
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