WARRANT
PURCHASE AGREEMENT

    


    WARRANT AGREEMENT entered into
as of the 13th day of
January 2011, (the “Warrant Purchase Agreement”) by and between Pantheon China
Acquisition Corp. II, a Cayman Island corporation with an address at Unit 1804
Tower E1, Oriental Plaza, Dong Cheng District, Beijing 100738, China (the
“Company”) and the purchasers listed on Schedule I annexed
hereto (each a “Purchaser” and collectively the “Purchasers”).

    


    WHEREAS,
the Purchasers desire to purchase, and the Company desires to sell, an aggregate
of 1,750,000 series A warrants, substantially as set forth of Exhibit A, attached
hereto (each a “Warrant” and collectively, the “Warrants”) to initially purchase
up to an aggregate of 1,750,000 shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”, with the Common Stock issuable upon
exercise of the Warrants being referred to herein as the “Warrant Shares”)
allocated among the Purchasers as set forth on Schedule I annexed
hereto, and upon the terms and conditions hereof.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as follows:

    


    SECTION
1:  SALE OF THE WARRANTS

    


    1.1 Sale of the
Warrants.  Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchasers will purchase
from the Company, upon the execution and delivery hereof, an aggregate of
1,750,000 Warrants for an aggregate purchase price of $5,000 (the “Purchase
Price”).  The allocation of the Warrants and the Purchase among the
Purchasers shall be as set forth on Schedule I annexed
hereto.

    


    SECTION
2:  CLOSING DATE; DELIVERY

    


    2.1  Closing
Date.  The closing of the purchase and sale of the Warrants
hereunder (the “Closing”) shall be held immediately following the execution and
delivery of this Warrant Purchase Agreement.

    


    2.2  Delivery at Closing.
At the Closing, or promptly thereafter, the Company will deliver to each
Purchaser a Warrant Certificate in each such Purchaser’s name, representing the
number of Warrant Shares to be purchased by such Purchaser hereunder, against
payment of the purchase price therefore as indicated on Schedule I annexed
hereto.

    


    SECTION
3: REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS

    


    The
undersigned Purchasers hereby represent and warrant to the Company, severally
and not jointly, as follows:

    


    3.1  Transfer of
Warrants.  Each Purchaser, with respect to the Warrants being
issued to it, hereby understands and acknowledges that such shares of Common
Stock underlying the Warrant and the Warrants have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) and cannot be sold or
otherwise transferred without an effective registration or an exemption
therefrom and may not be sold pursuant to the exemption provided by Section 4(1)
of the Securities Act, and can only be sold thereafter, pursuant to such
exemption in compliance with the provisions of Rule 144 promulgated under the
Securities Act.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.2  Experience. Each
Purchaser has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of investment
in the Company and of making an informed investment decision.  Each
Purchaser has adequate means of providing for its current needs and possible
future contingencies and has no need, and anticipates no need in the foreseeable
future, to sell the Warrants for which such Purchaser
subscribes.  Each Purchaser is able to bear the economic risks of its
investment and, consequently, without limiting the generality of the foregoing,
such Purchaser is able to hold the Warrants for an indefinite period of time and
has sufficient net worth to sustain a loss of its entire investment in the
Company in the event such loss should occur. Except as otherwise indicated
herein, each Purchaser is the sole party in interest as to its investment in the
Company, and it is acquiring the Warrants solely for investment for its own
account and has no present agreement, understanding or arrangement to subdivide,
sell, assign, transfer or otherwise dispose of all or any part of the Warrants
subscribed for to any other person.

    


    3.3  Investment; Access to
Data.  Each Purchaser has carefully reviewed and understands
the risks of, and other considerations relating to, a purchase of the Warrants
and an investment in the Company. Each Purchaser has been furnished materials
relating to the Company, the private placement of the Warrants or anything else
that it has requested and has been afforded the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and obtain
any additional information which the Company possesses or can acquire without
unreasonable effort or expense.  Representatives of the Company have
answered all inquiries that such Purchaser has made of them concerning the
Company, or any other matters relating to the formation and operation of the
Company and the offering and sale of the Warrants. No offering literature has
been furnished to such Purchaser other than the materials that the Company may
have provided at the request of such Purchaser; and such Purchaser has relied
only on such information furnished or made available to it by the Company as
described in this Section 3.3. Each
Purchaser is acquiring the Warrants for investment for its own account, not as a
nominee or agent and not with the view to, or for resale in connection with, any
distribution thereof.  Each Purchaser acknowledges that the Company is
a start-up company with no current operations, assets or operating history,
which may possibly cause a loss of such Purchaser’s entire investment in the
Company.

    


    3.4  Authorization.  (a)
This Warrant Purchase Agreement, upon execution and delivery thereof, will be a
valid and binding obligation of each Purchaser, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization and
moratorium laws and other laws of general application affecting enforcement of
creditors' rights generally.

    


    (b)  The
execution, delivery and performance by each Purchaser of this Warrant Purchase
Agreement and compliance therewith and the purchase and sale of the Warrants
will not result in a violation of and will not conflict with, or result in a
breach of, any of the terms of, or constitute a default under, any provision of
state or federal law to which such Purchaser is subject, or any mortgage,
indenture, agreement, instrument, judgment, decree, order, rule or regulation or
other restriction to which such Purchaser is a party or by which such Purchaser
is bound, or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of such Purchaser pursuant to any
such term.

     

    
      
         

      

      
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    3.5 Accredited
Investor.  Each Purchaser 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.

    


    SECTION
4:  MISCELLANEOUS

    


    4.1  Governing
Law.  This Warrant Purchase Agreement 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.

    


    4.2  Survival.  The
terms, conditions and agreements made herein shall survive the
Closing.

    


    4.3  Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.

    


    4.4  Entire Agreement; Amendment;
Waiver.  This Warrant Purchase Agreement constitutes the entire
and full understanding and agreement between the parties with regard to the
subject matter hereof.  Neither this Warrant Purchase Agreement nor
any term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by all the parties hereto.

    


    4.5  Counterparts. This
Warrant Purchase Agreement may be executed in one or more counterparts, each of
which shall constitute an original and all of which taken together shall
constitute one and the same agreement.

    


    4.6  Additional
Documents.  From time to time the Company will execute and deliver
to the Purchasers such additional instruments as the Purchasers may reasonably
request to effectuate the purposes of this Warrant Purchase
Agreement.

    


    4.7  Registration Rights.
The Company shall grant to the Purchasers the registration rights defined in
that certain Registration Rights Agreement, by and among the Company and the
Purchasers, dated January 13, 2011.

    


    Remainder
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    IN WITNESS WHEREOF, the
undersigned have hereunto set their hands as of the day and year first above
written.

     

    
      	 	COMPANY:	 
	 	 	 
	 	PANTHEON
      CHINA ACQUISITION CORP. II	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	
              Charles
      W. Allen – Director, Secretary, 

              Chief
      Financial Officer

            	 


    

     

     

    
      
        	
                 

              	
                By:
      

              	 	 
	 	 	Jennifer
      J. Weng – Director, President	 


      

    

     

     

    
      
        	 	PURCHASERS:	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Entity:
      Super Castle Investments Limited	 
	 	 	Name:
      Jennifer J. Weng	 
	 	 	Title:  President	 


      

    

     

     

    
      	
               

            	
              By:
      

            	 	 
	 	 	Entity:  Allen
      Consulting, LLC	 
	 	 	Name:
      Charles W. Allen	 
	 	 	Title:  President	 


    

     

    
      
         

      

      
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    SCHEDULE
I

    


    
      	
              Name of Purchaser

            	
              Address of Purchaser

            	
              Warrants to Purchase 

              Shares of Common Stock

            	
              Purchase Price

            
	
              Super
      Castle Investments Limited

            	
              Unit
      1804 Tower E1, Oriental Plaza

              Dong
      Cheng District

              Beijing
      100738, China

              Attn:
      Jennifer J. Weng

               

            	
              1,382,500

            	
              $3,950

            
	
              Allen
      Consulting, LLC

            	
              1881
      North Nash Street, Unit. 701

              Arlington,
      VA 22209

              Attn:
      Charles W. Allen

               

            	
              367,500

            	
              $1,050

            
	 
      	
              Total  
      

            	
              1,750,000

            	
              $5,000

            


    

     

    
      
         

      

      
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