AGREEMENT
      AND PLAN OF MERGER, CONVERSION AND SHARE

    EXCHANGE

     

    BY
      AND AMONG

     

    PANTHEON
      CHINA ACQUISITION CORP.

     

    PANTHEON
      ARIZONA CORP.

     

    CHINA
      CORD BLOOD SERVICES CORPORATION

     

    GOLDEN
      MEDITECH COMPANY LIMITED

     

    AND

     

    THE
      SELLING SHAREHOLDERS NAMED IN SCHEDULE I HERETO

     

    Dated
      as of November 3, 2008

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT
      AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE

     

    AGREEMENT
      AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE, dated as of November 3,
      2008
      (this “Agreement”),
      by
      and among PANTHEON CHINA ACQUISITION CORP., a corporation incorporated in the
      State of Delaware, USA (“Pantheon”),
      PANTHEON ARIZONA CORP., a corporation incorporated in the State of Arizona,
      USA
      and a wholly-owned subsidiary of Pantheon (“Pantheon
      Arizona”),
      CHINA
      CORD BLOOD SERVICES CORPORATION, an exempted company incorporated in the Cayman
      Islands (the
      “Target”),
      GOLDEN MEDITECH COMPANY LIMITED, an exempted company incorporated in the Cayman
      Islands (“GM”),
      and
      the selling shareholders of the Target named in Schedule I hereto (each a
“Selling Shareholder”
and
      collectively the “Selling Shareholders”).
      Each
      of the Parties to this Agreement is individually referred to herein as a
“Party”
and
      collectively as the “Parties.”
      Capitalized terms used herein that are not otherwise defined herein shall have
      the meanings ascribed to them in Annex A hereto.

     

    BACKGROUND

     

    Pantheon
      has formed a wholly-owned subsidiary, Pantheon Arizona, solely for the purposes
      of (1) the merger of Pantheon with and into Pantheon Arizona pursuant to Section
      253 of the General Corporation Law of the State of Delaware (the “DGCL”),
      in
      which Pantheon Arizona will be the surviving corporation (the “Merger”),
      (2)
      the subsequent conversion of Pantheon Arizona into a Cayman Islands company
      by a
      transfer of domicile pursuant to Section 10-226 of the Arizona Revised Statutes
      (the “ARS”),
      (3)
      the registration and continuation of Pantheon Arizona as a Cayman Islands
      company pursuant to Section 221 of the Cayman Companies Law (the “Conversion”)
      and
      (4) the Share Exchange (as defined below). The Cayman Islands company will
      be
      named China Cord Blood Services Holdings Corporation or such other name as
      approved by the Target (“Pantheon
      Cayman,”
and
      together with Pantheon and Pantheon Arizona, the “Pantheon
      Parties”).
      

     

    The
      boards of directors of each of Pantheon and Pantheon Arizona have declared
      this
      Agreement advisable and approved the Transactions, and each of the boards of
      directors of Pantheon and Pantheon Arizona has adopted resolutions approving
      the
      Merger and providing that (i) each share of Common Stock outstanding immediately
      prior to the Merger Effective Time (as defined below) (“Pantheon
      Shares”)
      will
      be automatically converted at the Merger Effective Time into one share of common
      stock, par value US$0.001 per share, of Pantheon Arizona (“Pantheon
      Arizona Shares”);
      and
      (ii) all Warrants, Underwriters Purchase Option and other rights to purchase
      a
      Pantheon Share (“Pantheon
      Stock Rights,”
and
      together with Pantheon Shares, “Pantheon
      Securities”)
      will
      be exchanged at the Merger Effective Time for substantially equivalent
      securities of Pantheon Arizona (“Pantheon
      Arizona Stock Rights,”
and
      together with Pantheon Arizona Shares, “Pantheon
      Arizona Securities”).

     

    The
      board
      of directors of Pantheon Arizona has approved the Conversion, upon the terms
      and
      subject to the conditions set forth in this Agreement, whereby upon the
      Conversion Effective Time (as defined below), each outstanding Pantheon Arizona
      Share will be automatically converted into one ordinary share, par value
      US$0.001 per share, of Pantheon Cayman (“Pantheon
      Cayman Shares”)
      and
      each Pantheon Arizona Stock Right will be automatically converted into
      equivalent securities of Pantheon Cayman (“Pantheon
      Cayman Stock Rights,”
and
      together with Pantheon Cayman Shares, “Pantheon
      Cayman Securities”).


    
      
        
        

      

      
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    The
      Selling Shareholders are the direct owners of the number of ordinary shares
      of
      the Target appearing opposite their names on Schedule I hereto (all such shares
      of capital stock to be exchanged under this Agreement are referred to as the
      “Target
      Shares”).

     

    The
      board
      of directors of Pantheon Arizona has approved the acquisition of the Target
      Shares from the Selling Shareholders through a share exchange transaction (the
      “Share
      Exchange”),
      pursuant to which Pantheon Cayman will issue to each of the Selling Shareholders
      a number of Pantheon Cayman Shares in exchange for the Target Shares held by
      such Selling Shareholder, calculated based on an issue price of US$6.05 per
      Pantheon Cayman Share, an implied valuation of US$350.0 million for the Target,
      and such Selling Shareholder’s equity interest in the Target. Subject to the
      Target’s future performance, Pantheon Cayman will issue to senior management up
      to an aggregate of 9,000,000 Earn-Out Warrants (as defined below).

     

    The
      Merger and the Conversion require the affirmative vote of the holders of a
      majority of the issued and outstanding shares of the Common Stock, and the
      Share
      Exchange requires the affirmative vote of the holders of a majority of the
      shares of Common Stock sold in the Pantheon Public Offering voted at the
      meeting, provided,
      that
      the Share Exchange will only proceed if holders of less than 20% of the shares
      of the Common Stock sold in the Pantheon Public Offering exercise their
      conversion rights (it being understood that such stockholders or shareholders,
      as applicable, will be the holders of a majority of the issued and outstanding
      Pantheon Arizona Shares that are entitled to vote immediately prior to the
      Conversion and the holders of a majority of the issued and outstanding Pantheon
      Cayman Shares that are entitled to vote immediately prior to the Share Exchange,
      since the Merger, Conversion and Share Exchange shall happen as close to
      simultaneously as permitted by the applicable laws).

     

    The
      Merger, the Conversion and the Share Exchange are part of the same integrated
      transaction, such that none of the Merger, the Conversion or the Share Exchange
      shall occur without the other.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth herein, and intending to be
      legally bound hereby, the Parties agree as follows:

     

    ARTICLE
      I

     

    The
      Merger

     

    Section
      1.1 The
      Merger.
      At the
      Merger Effective Time (as defined in Section 1.2), Pantheon will be merged
      with
      and into Pantheon Arizona in accordance with Section 253 of the DGCL and this
      Agreement, and the separate corporate existence of Pantheon will thereupon
      cease. Pantheon Arizona (sometimes hereinafter referred to as the “Surviving
      Corporation”)
      will
      be the surviving corporation in the Merger. The Merger will have the effects
      specified in the DGCL and the ARS.


    
      
        
        

      

      
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    Section
      1.2 Filing
      of Certificate of Ownership and Merger; Merger Effective Time.
      As soon
      as practicable following the satisfaction or, to the extent permitted by
      applicable Law, waiver of the conditions to the Closing set forth in Article
      XIV, if this Agreement shall not have been terminated prior thereto as provided
      in Section 16.1, Pantheon and Pantheon Arizona shall cause (a) a certificate
      of
      ownership and merger (the “Certificate
      of Merger”)
      meeting the requirements of Section 253 of the DGCL to be properly executed
      and
      filed in accordance with the applicable requirements of the DGCL, and (b)
      articles of merger (the “Articles
      of Merger”)
      meeting the requirements of Section 10-1105 of the ARS to be properly executed
      and filed in accordance with such section. The Merger shall become effective
      at
      the time designated in the Certificate of Merger and the Articles of Merger
      as
      the effective time of the Merger that the Parties shall have agreed upon and
      designated (the “Merger
      Effective Time”).
      Notwithstanding the foregoing, the Parties shall designate a time for the Merger
      Effective Time that will be the later of (A) the time of filing of the
      Certificate of Merger with the Secretary of State of the State of Delaware
      in
      accordance with the DGCL, and (B) the time of issuance of a certificate of
      merger with respect to the Articles of Merger by the Arizona Corporation
      Commission in accordance with the ARS.

     

    ARTICLE
      II

     

    Conversion

     

    Section
      2.1 The
      Conversion.
      The
      Conversion will take place immediately after the Merger Effective Time. Subject
      to the terms and conditions of this Agreement, at the Conversion Effective
      Time
      (as defined in Section 2.2 below), Pantheon Arizona shall convert to Pantheon
      Cayman in accordance with this Agreement and shall thereupon continue its
      existence, without interruption, in the organizational form of a Cayman Islands
      exempted company rather than an Arizona corporation. The Conversion shall have
      the effects specified in the relevant sections of the ARS and the Cayman
      Companies Law. The Conversion and the Share Exchange are part of the same
      integrated transaction, such that neither the Conversion nor the Share Exchange
      shall occur without the other.

     

    Section
      2.2 Registration
      by Way of Continuation; Conversion Effective Time.
      As soon
      as practicable following the satisfaction or, to the extent permitted by
      applicable Law, waiver of the conditions to the Closing set forth in Article
      XIV, if this Agreement shall not have been terminated prior thereto as provided
      in Section 16.1, Pantheon Cayman shall register by way of continuation as an
      exempted company under the Cayman Companies Law and file the relevant documents
      with the Arizona Corporation Commission in accordance with the relevant sections
      of the ARS. The Conversion shall become effective at the later of (1) the time
      of issuance by the Cayman Islands of a certificate of registration by way of
      continuation as an exempted company with respect to Pantheon Cayman, and (2)
      the
      time of issuance of a certificate recognizing the Conversion by the Arizona
      Corporation Commission in accordance with the ARS (the “Conversion
      Effective Time”).


    
      
        
        

      

      
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    ARTICLE
      III

     

    Charter
      Documents, Directors and Officers of Surviving Corporation and Pantheon
      Cayman

     

    Section
      3.1 Articles
      of Incorporation of Surviving Corporation.
      The
      Articles of Incorporation of Pantheon Arizona in effect immediately prior to
      the
      Merger Effective Time shall be the Articles of Incorporation of the Surviving
      Corporation, until duly amended in accordance with applicable Law.

     

    Section
      3.2 Bylaws
      of Surviving Corporation.
      The
      bylaws of Pantheon Arizona in effect immediately prior to the Merger Effective
      Time shall be the bylaws of the Surviving Corporation, until duly amended in
      accordance with applicable Law.

     

    Section
      3.3 Directors
      of Surviving Corporation.
      The
      directors of Pantheon immediately prior to the Merger Effective Time shall
      be
      the directors of the Surviving Corporation, until the earlier of their death,
      resignation or removal or until their respective successors are duly elected
      and
      qualified, as the case may be.

     

    Section
      3.4 Officers
      of Surviving Corporation.
      The
      officers of Pantheon immediately prior to the Merger Effective Time shall be
      the
      officers of the Surviving Corporation, until the earlier of their death,
      resignation or removal or until their respective successors are duly elected
      and
      qualified, as the case may be.

     

    Section
      3.5 Memorandum
      and Articles of Association of Pantheon Cayman.
      The
      Memorandum and Articles of Association of Pantheon Cayman shall be as set forth
      in Exhibit
      A
      attached
      hereto. The Memorandum and Articles of Association of Pantheon Cayman shall,
      by
      resolution of Pantheon Arizona shareholder(s) and/or directors, be effective
      upon the Conversion Effective Time.

     

    Section
      3.6 Directors
      of Pantheon Cayman.
      The
      directors of Pantheon Arizona immediately prior to the Conversion Effective
      Time
      shall continue as the directors of Pantheon Cayman, until the earlier of their
      death, resignation or removal or until their respective successors are duly
      elected and qualified, as the case may be. Notwithstanding the foregoing,
      commencing on the Closing Date, the Combined Board shall be established as
      provided for in Section 13.4 hereof.

     

    Section
      3.7 Officers
      of Pantheon Cayman.
      The
      officers of Pantheon Arizona immediately prior to the Conversion Effective
      Time
      shall continue as the officers of Pantheon Cayman, until the earlier of their
      death, resignation or removal or until their respective successors are duly
      elected and qualified, as the case may be. Notwithstanding the foregoing,
      commencing on the Closing Date, the officers of Pantheon Cayman shall be
      appointed by the Combined Board.


    
      
        
        

      

      
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    ARTICLE
      IV

     

    Conversion
      and Exchange of Securities

     

    Section
      4.1 Conversion
      of Stock in the Merger.
      At the
      Merger Effective Time, by virtue of the Merger and without any action on the
      part of the holder of any shares:

     

    (a) Conversion
      of Pantheon Shares.
      Each
      share of Common Stock issued and outstanding immediately prior to the Merger
      Effective Time shall be automatically converted into one validly issued, fully
      paid and non-assessable Pantheon Arizona Share to be delivered by Pantheon
      Arizona in accordance with Section 4.3 below.

     

    (b) Cancellation
      of Pantheon Arizona Shares Owned by Pantheon.
      Each
      issued and outstanding Pantheon Arizona Share that is owned by Pantheon
      immediately prior to the Merger Effective Time shall automatically be cancelled
      and retired and shall cease to exist, and no consideration shall be delivered
      or
      deliverable in exchange therefor.

     

    (c) Pantheon
      Stock Rights Become Pantheon Arizona Stock Rights.
      All
      Pantheon Stock Rights then outstanding shall remain outstanding and shall be
      assumed by Pantheon Arizona and thereafter become Pantheon Arizona Stock Rights.
      Each Pantheon Stock Right by virtue of becoming a Pantheon Arizona Stock Right
      shall be exercisable upon the same terms and conditions as in effect immediately
      prior to the Merger, except that upon the exercise of such Pantheon Arizona
      Stock Rights, Pantheon Arizona Shares shall be issuable in lieu of Pantheon
      Shares. The number of Pantheon Arizona Shares issuable upon the exercise of
      a
      Pantheon Arizona Stock Right immediately after the Merger Effective Time and
      the
      exercise price of each such Pantheon Arizona Stock Right shall be the same
      number of shares and price as in effect immediately prior to the Merger
      Effective Time. All Pantheon Arizona Stock Rights shall entitle the holder
      thereof to purchase Pantheon Arizona Shares in accordance with the terms of
      the
      documents governing the Pantheon Arizona Stock Rights.

     

    Section
      4.2 Conversion
      of Securities in the Conversion.
      At the
      Conversion Effective Time, by virtue of the Conversion and without any action
      on
      the part of the holder of any shares:

     

    (a) Conversion
      of Pantheon Arizona Shares.
      Except
      as set forth in Section 4.1(b) above, each issued and outstanding Pantheon
      Arizona Share shall be automatically converted into one validly issued, fully
      paid and non-assessable Pantheon Cayman Share in accordance with Section
      4.3.

     

    (b) Conversion
      of Pantheon Arizona Stock Rights.
      All
      Pantheon Arizona Stock Rights then outstanding shall remain outstanding and
      shall be assumed by Pantheon Cayman and thereafter become Pantheon Cayman Stock
      Rights. Each Pantheon Arizona Stock Right by virtue of becoming a Pantheon
      Cayman Stock Right shall be exercisable upon the same terms and conditions
      as in
      effect immediately prior to the Conversion, except that upon the exercise of
      such Pantheon Cayman Stock Rights, Pantheon Cayman Shares shall be issuable
      in
      lieu of Pantheon Arizona Shares. The number of Pantheon Cayman Shares issuable
      upon the exercise of a Pantheon Cayman Stock Right immediately after the
      Conversion Effective Time and the exercise price of each such Pantheon Cayman
      Stock Right shall be the same number of shares and price as in effect
      immediately prior to the Conversion Effective Time. All Pantheon Cayman Stock
      Rights shall entitle the holder thereof to purchase Pantheon Cayman Shares
      in
      accordance with the terms of the documents governing the Pantheon Cayman Stock
      Rights.


    
      
        
        

      

      
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    Section
      4.3 Certificates
      Representing Pantheon Securities.

     

    (a) From
      and
      after the Merger Effective Time, all of the certificates which immediately
      prior
      to that time represented outstanding Pantheon Securities (the “Certificates”)
      shall
      be deemed for all purposes to evidence ownership of, and to represent, the
      Pantheon Arizona Securities into which the Pantheon Securities represented
      by
      such Certificates have been converted as herein provided. No certificates for
      Pantheon Arizona Securities will be issued as a result of the Merger and no
      holder of record of any Certificates shall be entitled to surrender any
      Certificate for cancellation to Pantheon Arizona or its transfer agent in
      exchange for a certificate representing that number of Pantheon Arizona
      Securities which such holder has the right to receive pursuant to the provisions
      of this Article IV. The registered owner on the books and records of Pantheon
      Arizona or its transfer agent of any such Certificate shall have and be entitled
      to exercise any voting and other rights with respect to and to receive any
      dividend and other distributions upon the Pantheon Arizona Securities evidenced
      by such Certificate as above provided.

     

    (b) From
      and
      after the Conversion Effective Time, all of the outstanding Certificates shall
      be deemed for all purposes to evidence ownership of, and to represent, the
      Pantheon Cayman Securities into which the Pantheon Arizona Securities
      represented by such Certificates have been converted as herein provided. The
      holders of those Certificates representing Pantheon Cayman Shares shall be
      entitled to be entered on the register of members of Pantheon Cayman as holders
      of that number of Pantheon Cayman Shares represented by the Certificates. The
      registered owner from time to time entered in the register of members of
      Pantheon Cayman or its transfer agent shall have and be entitled to exercise
      any
      voting and other rights with respect to and to receive any dividend and other
      distributions upon the Pantheon Cayman Securities evidenced by such Certificate
      as above provided.

     

    (c) At
      or
      after the Merger Effective Time, there shall be no transfers on the stock
      transfer books of Pantheon of the Pantheon Securities which were outstanding
      immediately prior to the Merger Effective Time. At or after the Conversion
      Effective Time, there shall be no transfers on the stock transfer books of
      Pantheon Arizona of the Pantheon Arizona Securities which were outstanding
      immediately prior to the Conversion Effective Time. If, after the Merger
      Effective Time but prior to the Conversion Effective Time, Certificates are
      presented to the Surviving Corporation or its transfer agent, the presented
      Certificates shall be cancelled and exchanged after the Conversion Effective
      Time for certificates for Pantheon Cayman Securities deliverable in respect
      thereof pursuant to this Agreement in accordance with the procedures set forth
      in this Article IV. If, after the Conversion Effective Time, Certificates are
      presented to Pantheon Cayman or its transfer agent, the presented Certificates
      shall be cancelled and exchanged for certificates for Pantheon Cayman Securities
      deliverable in respect thereof pursuant to this Agreement in accordance with
      the
      procedures set forth in this Article IV.


    
      
        
        

      

      
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    (d) Following
      the Conversion Effective Time, each holder of record of one or more Certificates
      may, but shall not be required to, surrender any Certificate for cancellation
      to
      Pantheon Cayman or its transfer agent, and the holder of such Certificate shall
      be entitled to receive in exchange therefor a certificate representing that
      number of Pantheon Cayman Securities which such holder has the right to receive
      pursuant to the provisions of this Article IV and be entitled to be entered
      on
      the register of members of Pantheon Cayman as the holder of that number of
      Pantheon Cayman Shares represented by the Certificate and the Certificate so
      surrendered shall forthwith be cancelled. In the event of a transfer of
      ownership of Pantheon Securities which is not registered in the transfer records
      of Pantheon or a transfer of ownership of Pantheon Arizona Securities which
      is
      not registered in the transfer records of Pantheon Arizona, a certificate
      representing the proper number of Pantheon Cayman Securities may be issued
      to
      such a transferee if the Certificate representing such Pantheon Securities
      or
      Pantheon Arizona Securities is presented to Pantheon Cayman or its transfer
      agent, accompanied by all documents required to evidence and effect such
      transfer and to evidence that any applicable stock transfer taxes have been
      paid.

     

    Section
      4.4 Effect
      of the Conversion.
      At the
      Conversion Effective Time, the effect of the Conversion shall be as provided
      in
      this Agreement and the applicable provisions of ARS and Cayman Companies Law.
      Without limiting the generality of the foregoing, and subject thereto, at the
      Conversion Effective Time, all the property, rights, privileges, agreements,
      powers and franchises, debts, liabilities, duties and obligations of Pantheon
      Arizona shall become the property, rights, privileges, agreements, powers and
      franchises, debts, liabilities, duties and obligations of Pantheon Cayman,
      which
      shall include the assumption by Pantheon Cayman of any and all agreements,
      covenants, duties and obligations of Pantheon Arizona, as the Surviving
      Corporation, set forth in this Agreement to be performed after the Closing,
      and
      all securities of Pantheon Cayman issued and outstanding as a result of the
      Conversion under Section 4.2 hereof shall be quoted on the OTCBB, or such other
      public trading market on which the Pantheon Cayman Shares may be trading at
      such
      time.

     

    ARTICLE
      V

     

    Share
      Exchange

     

    Section
      5.1 Share
      Exchange.
      The
      Share Exchange will take place immediately after the Conversion Effective Time.
      Upon the terms and subject to the conditions hereof, at the Closing, each
      Selling Shareholder shall sell, transfer, convey, assign and deliver to Pantheon
      Cayman free and clear of all Liens, all of the right, title and interest of
      such
      Selling Shareholder in and to the Target Shares appearing opposite the name
      of
      such Selling Shareholder on Schedule
      I.
      In
      exchange for such Target Shares, Pantheon Cayman shall sell, issue and deliver
      to each Selling Shareholder the number of Pantheon Cayman Shares (the
“Initial
      Equity Payment”)
      appearing opposite the name of such Selling Shareholder on Schedule
      I.
      The
      Conversion and the Share Exchange are part of the same integrated transaction,
      such that neither the Conversion nor the Share Exchange shall occur without
      the
      other. 


    
      
        
        

      

      
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    Section
      5.2 CSC
      Employee Options.
      Immediately after the Share Exchange, the terms of all stock options
      (“CSC
      Employee Options”)
      outstanding under the Rules of the Share Option Scheme (the “CSC
      Option Scheme”)
      of
      China Stem Cells Holdings Limited, an exempted company incorporated in the
      Cayman Islands and wholly-owned subsidiary of the Target (“CSC”),
      shall
      be amended to become options to purchase Pantheon Cayman Shares governed by
      the
      Pantheon Cayman Option Scheme (as defined in Section 13.4(c) below) (such
      amendment to the terms of the outstanding CSC Employee Options, the
“Amendment”).
      Pursuant to the Amendment, each option to purchase one ordinary share of CSC
      shall become an option to purchase 35.73314 Pantheon Cayman Shares (the
“Option
      Exchange Rate”)
      at an
      exercise price per Pantheon Cayman Share equal to the greater of (a) the
      quotient of (i) the exercise price of the CSC Employee Option for which it
      is
      exchanged divided by (ii) the Option Exchange Rate and (b) the par value of
      the
      Pantheon Cayman Shares, such that the number of Pantheon Cayman Shares
      exercisable under the CSC Employee Options immediately following the Amendment
      shall not be more than 3,573,314 in the aggregate, subject to rounding to avoid
      fractional shares.

     

    Section
      5.3 Registration
      Rights.
      Upon
      the completion of the Share Exchange or as soon as practicable thereafter
      (including with respect to the requirements of Form S-8 with regard to the
      CSC
      Employee Options), Pantheon Cayman shall provide registration rights to the
      Selling Shareholders (and their successors and permitted assigns) in respect
      of
      the Pantheon Cayman Shares to be received by them pursuant to Section 5.1,
      to
      the holders of CSC Employee Options (and their successors and permitted assigns)
      in respect of the Pantheon Cayman Shares underlying the options described in
      Section 5.2, and to the holders of Earn-Out Warrants (and their successors
      and
      permitted assigns) in respect of the Pantheon Cayman Shares underlying the
      Earn-Out Warrants (if any) to be issued to them pursuant to Section 5.4,
      provided that the Selling Shareholders (and their successors and permitted
      assigns) shall be responsible for all the fees and expenses incurred by Pantheon
      Cayman in connection with the registration of their respective
      securities.

     

    Section
      5.4 Earn-Out
      Warrants.
      Pantheon Cayman shall issue and deliver up to 9,000,000 Pantheon Cayman
      warrants, each warrant representing the right to purchase one Pantheon Cayman
      Share at an exercise price equal to the lower of (i) US$5.00, and (ii) the
      market price of a Pantheon Cayman Share on the date of the issuance of such
      warrant and having an expiration date on the fifth anniversary of the issuance
      date thereof (the “Earn-Out
      Warrants”)
      to the
      senior management. The number of Earn-Out Warrants to be awarded, if any, to
      individual senior management members shall be determined on a case-by-case
      basis
      by the compensation committee of Pantheon Cayman (or a majority of independent
      directors or another committee of the board performing similar functions) at
      the
      time the Earn-Out Warrants are issued. The Earn-Out Warrants shall be issuable
      without the payment of any additional consideration in the amounts and under
      the
      circumstance described below:

     

    (a) 2,500,000
      Earn-Out Warrants shall be issuable in the event the filing of the Pantheon
      Cayman annual report on Form 20-F (“Form
      20-F”)
      for
      the fiscal year ending March 31, 2009 reflects that the Target has achieved
      not
      less than a 30% increase in the number of New Subscribers during the fiscal
      year
      ending March 31, 2009 as compared to the fiscal year ending March 31,
      2008;


    
      
        
        

      

      
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    (b) 3,000,000
      Earn-Out Warrants shall be issuable in the event the filing of the Pantheon
      Cayman Form 20-F for the fiscal year ending March 31, 2010 reflects that the
      Target has achieved not less than a 30% increase in the number of New
      Subscribers during the fiscal year ending March 31, 2010 as compared to the
      fiscal year ending March 31, 2009;

     

    (c) 3,500,000
      Earn-Out Warrants shall be issuable in the event the filing of the Pantheon
      Cayman Form 20-F for the fiscal year ending March 31, 2011 reflects that the
      Target has achieved not less than a 30% increase in the number of New
      Subscribers during the fiscal year ending March 31, 2011 as compared to the
      fiscal year ending March 31, 2010.

     

    ARTICLE
      VI

     

    The
      Closing

     

    Section
      6.1 Closing.
      The
      Closing (the “Closing”)
      of the
      Merger, Conversion, Share Exchange and the other transactions contemplated
      hereby (the “Transactions”)
      shall
      take place at the offices of Loeb & Loeb LLP in New York, New York
      commencing at 9:00 a.m. local time on the third business day following the
      satisfaction or waiver of all conditions and obligations of the Parties to
      consummate the Transactions contemplated hereby (other than conditions and
      obligations with respect to the actions that the respective Parties will take
      at
      Closing), or on such other date and at such other time as the Parties may
      mutually determine (the “Closing
      Date”).

     

    Section
      6.2 Deliveries
      of the Parties.
      At the
      Closing, (i) the Warrantors (directly and/or through their nominees) shall
      deliver to the Pantheon Parties the various certificates, opinions, instruments,
      agreements and documents referred to in Section 14.2 below, (ii) the Pantheon
      Parties shall deliver to the Warrantors, as applicable, the various
      certificates, opinions, instruments, agreements and documents referred to in
      Section 14.1 below, (iii) the Selling Shareholders shall deliver to the Pantheon
      Parties certificates representing in the aggregate the right, title and interest
      in and to all the outstanding Target Shares free and clear of all Liens, (iv)
      GM
      BVI shall deliver to the Pantheon Parties a copy of resolutions of the board
      of
      directors of GM BVI authorizing the transfer of such Target Shares owned by
      it,
      (v) the Target shall deliver to the Pantheon Parties a duly certified copy
      of
      the updated register of members of the Target reflecting the acquisition by
      Pantheon Cayman of the Target Shares, and (vi) Pantheon Cayman shall deliver
      to
      the Selling Shareholders a duly certified copy of the register of members of
      Pantheon Cayman reflecting the issuance of the Initial Equity Payment to the
      Selling Shareholders.

     

    Section
      6.3 Further
      Assurances.
      Subject
      to the terms and conditions of this Agreement, at any time or from time to
      time
      after the Closing, each of the Parties shall execute and deliver such other
      documents and instruments, provide such materials and information and take
      such
      other actions as may be commercially reasonable, to the extent permitted by
      law,
      to fulfill its obligations under this Agreement and to effectuate and consummate
      the Transactions.


    
      
        
        

      

      
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    ARTICLE
      VII

     

    Representations
      and Warranties of the Selling Shareholders

     

    Each
      Selling Shareholder, severally but not jointly, represents and warrants to
      the
      Pantheon Parties as of the date hereof and as of the Closing as
      follows:

     

    Section
      7.1 Good
      Title.
      Such
      Selling Shareholder is the registered and beneficial owner of the Target Shares
      appearing opposite its name on Schedule
      I
      and has
      good and marketable title to the Target Shares, with the right and authority
      to
      sell and deliver such Target Shares. Upon delivery of any certificate or
      certificates duly assigned, representing the same as herein contemplated and/or
      upon registering of Pantheon Cayman as the new owner of such Target Shares
      in
      the share register of the Target, Pantheon Cayman will receive good title to
      such Target Shares, free and clear of all Liens.

     

    Section
      7.2 Organization
      and Standing.
      Such
      Selling Shareholder that is an entity is duly organized, validly existing and
      in
      good standing (or such analogous concept as shall be applicable in the relevant
      jurisdiction) under the laws of its jurisdiction of incorporation or
      establishment.

     

    Section
      7.3 Authority;
      Execution and Delivery; Enforceability.
      Such
      Selling Shareholder, if an entity, has all requisite corporate power and
      authority to execute and deliver this Agreement and the Transaction Documents
      to
      which it is a party and to consummate the Transactions contemplated hereby
      and
      thereby. The execution and delivery by such Selling Shareholder of this
      Agreement and the consummation by them of the Transactions have been duly
      authorized and no other corporate proceedings on the part of any such entities
      are necessary to authorize this Agreement and the Transactions. All action,
      corporate and otherwise, necessary to be taken by each such Selling Shareholder
      to authorize the execution, delivery and performance of this Agreement, the
      Transaction Documents and all other agreements and instruments delivered by
      such
      Selling Shareholder in connection with the Transactions has been duly and
      validly taken. Upon the fulfillment of the conditions set forth in Section
      14.1(u), this Agreement and the Transaction Documents to which any such Selling
      Shareholder is a party have been duly executed and delivered by such party
      and
      constitute the valid, binding, and enforceable obligation of each of them,
      enforceable in accordance with their terms, except as enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent transfer or similar laws of general application now or hereafter
      in
      effect affecting the rights and remedies of creditors and by general principles
      of equity (regardless of whether enforcement is sought in a proceeding at law
      or
      in equity).

     

    Section
      7.4 No
      Conflicts.
      The
      execution and delivery of this Agreement or any of the Transaction Documents
      contemplated hereby by such Selling Shareholder and the consummation of the
      Transactions and compliance with the terms hereof and thereof will not conflict
      with, or result in any violation of or default (with or without notice or lapse
      of time, or both) under, or give rise to a right of termination, cancellation
      or
      acceleration of any obligation or to loss of a material benefit under, or result
      in the creation of any Lien upon any of the assets and properties of the Target
      or any of its Subsidiaries under, any provision of any Target Constituent
      Instrument.


    
      
        
        

      

      
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    Section
      7.5 Consents
      and Approvals.
      No
      consent, approval, license, permit, order or authorization of, or registration,
      declaration or filing with (“Selling Shareholders’
      Required Approvals”),
      any
      third party or any Governmental Authority is required to be obtained or made
      by
      or with respect to such Selling Shareholder, in connection with the execution,
      delivery and performance of this Agreement or the consummation of the
      Transactions, except for (a) such Selling Shareholders’ Required Approvals as
      may be required under applicable state securities laws and the securities laws
      of any foreign country; (b) in the case of GM BVI, approval by shareholders
      of
      GM; and (c) such other Selling Shareholders’ Required Approvals which, if not
      obtained or made, would not have a Material Adverse Effect on the Target and
      would not prevent, or materially alter or delay any of the Transactions
      contemplated by this Agreement.

     

    Section
      7.6 Access
      to Information.
      Such
      Selling Shareholder has been supplied with or have had sufficient access to
      all
      information, including financial statements and other financial information
      of
      Pantheon Cayman.

     

    Section
      7.7 Intent;
      Accredited Investor; Non-U.S. Person.
      Such
      Selling Shareholder has been advised that the offer and sale of Pantheon Cayman
      Shares has not been registered under the Securities Act or any other securities
      laws and, therefore, may not be resold unless they are registered under the
      Securities Act and applicable securities laws or unless an exemption from such
      registration requirements is available. Such Selling Shareholder has not been
      formed solely for the purpose of making this investment and is purchasing the
      Pantheon Cayman Shares to be acquired by it hereunder for its own account for
      investment, not as a nominee or agent, and not with a view to, or for resale
      in
      connection with, the distribution thereof. Such Selling Shareholder represents
      that it is either (a) an “accredited investor” as such term is defined in Rule
      501 of Regulation D, promulgated under the Securities Act, or (b) not a “U.S.
      Person” as defined in Rule 902 of Regulation S promulgated under the Securities
      Act.

     

    Section
      7.8 Accuracy
      of Representations.
      Such
      Selling Shareholder understands that the Pantheon Cayman Shares are being and
      will be sold in reliance on an exemption from the registration requirements
      of
      federal and state securities laws, and that Pantheon Cayman is relying upon
      the
      truth and accuracy of the representations, warranties, agreements,
      acknowledgments and understandings of such Selling Shareholder set forth herein
      in order to determine the applicability of such exemptions and the suitability
      of such Selling Shareholder to purchase the Pantheon Cayman Shares. The
      representations, warranties and agreements contained herein are true and correct
      as of the date hereof and may be relied upon by Pantheon Cayman, and such
      Selling Shareholder will notify Pantheon Cayman immediately of any material
      adverse change in any such representations and warranties which may occur prior
      to the Closing.

     

    Section
      7.9 Transfer
      Restrictions.
      All
      offers and sales of the Pantheon Cayman Shares prior to the registration of
      the
      Pantheon Cayman Shares under the Securities Act or pursuant to an exemption
      from
      registration under the Securities Act shall be made only pursuant to such a
      registration or such exemption from registration.

     

    Section
      7.10 Legends.
      Such
      Selling Shareholder agrees that the certificates representing the Pantheon
      Cayman Shares shall contain a legend to the following effect:


    
      
        
        

      

      
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    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT
      TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
      STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
      COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
      SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER OR AN AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
      ACT.

     

    Section
      7.11 Opinion.
      Such
      Selling Shareholder will not transfer any or all of the Pantheon Cayman Shares
      absent an effective registration statement under the Securities Act and
      applicable state securities law covering the disposition of such Selling
      Shareholder’s Pantheon Cayman Shares, without first providing Pantheon Cayman
      with an opinion of counsel (which counsel and opinion are reasonably
      satisfactory to Pantheon Cayman) to the effect that such transfer will be exempt
      from the registration and the prospectus delivery requirements of the Securities
      Act and the registration or qualification requirements of any applicable U.S.
      state securities laws. 

     

    Section
      7.12 Lock-Up.
      Such
      Selling Shareholder irrevocably agrees with Pantheon that, during the six months
      following the
      Closing Date (such period, the “Restriction
      Period”),
      except with the written consent of Pantheon Cayman, it shall not offer, sell,
      contract to sell, pledge or otherwise dispose of, or enter into any transaction
      which is designed to, or might reasonably be expected to, result in the
      disposition (whether by actual disposition or effective economic disposition
      due
      to cash settlement or otherwise), directly or indirectly, including the filing
      (or participation in the filing) of a registration statement with the SEC in
      respect of, or establish or increase a put equivalent position or liquidate
      or
      decrease a call equivalent position within the meaning of Section 16 of the
      Exchange Act and the rules and regulations of the SEC promulgated thereunder
      with respect to, any Pantheon Cayman Shares, received on the Closing Date.
      Beneficial ownership shall be calculated in accordance with Rule 13d-3 under
      the
      Exchange Act. In order to enforce this covenant, Pantheon may impose, on or
      before the Closing Date, irrevocable stop-transfer instructions preventing
      its
      transfer agent from effecting any actions in violation of this Agreement through
      the end of the Restriction Period. Such Selling Shareholder acknowledges that
      the execution, delivery and performance of this Agreement is a material
      inducement to Pantheon to complete the Transactions and that Pantheon and the
      Target shall be entitled to specific performance of such obligations
      hereunder.


    
      
        
        

      

      
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    ARTICLE
      VIII

     

    Representations
      and Warranties of the Warrantors

     

    Subject
      to the exceptions set forth in the Disclosure Schedule of the Warrantors
      attached hereto as Schedule
      II
      (the
“Target
      Disclosure Schedule”),
      each
      of the Target and GM (each a“Warrantor”),
      severally and jointly, represents and warrants to the Pantheon Parties as of
      the
      date hereof and as of the Closing as follows:

     

    Section
      8.1 Target
      Shares.

     

    (a) [RESERVED].

     

    (b) Capital
      Structure.
      The
      registered capital of the Target and the total number of shares and type of
      all
      authorized, issued and outstanding capital stock of the Target and all shares
      of
      capital stock of the Target reserved for issuance under the Target’s various
      option and incentive plan, are set forth in Section 8.1(b) of the Target
      Disclosure Schedule. Except as set forth in Section 8.1(b) of the Target
      Disclosure Schedule: (i) no shares of capital stock or other voting securities
      of the Target are issued, reserved for issuance or outstanding; (ii) all
      outstanding shares of the capital stock of the Target are duly authorized,
      validly issued, fully paid and nonassessable and are not subject to or issued
      in
      violation of any purchase option, call option, right of first refusal,
      preemptive right, subscription right or any similar right under any provision
      of
      the Target Constituent Instruments or any Contract to which any of the
      Warrantors is a party or otherwise bound; (iii) there are no bonds, debentures,
      notes or other indebtedness of the Target having the right to vote (or
      convertible into, or exchangeable for, securities having the right to vote)
      on
      any matters on which holders of the shares of capital stock of the Target may
      vote (“Voting
      Target Debt”);
      (iv)
      there are no options, warrants, rights, convertible or exchangeable securities,
      “phantom” stock rights, stock appreciation rights, stock-based performance
      units, commitments, Contracts, arrangements or undertakings of any kind to
      which
      the Target is a party or is bound (A) obligating the Target to issue, deliver
      or
      sell, or cause to be issued, delivered or sold, additional shares of capital
      stock or other equity interests in, or any security convertible or exercisable
      for or exchangeable into any capital stock of or other equity interest in,
      the
      Target or any Voting Target Debt, (B) obligating the Target to issue, grant,
      extend or enter into any such option, warrant, call, right, security,
      commitment, Contract, arrangement or undertaking or (C) giving any Person the
      right to receive any economic benefit or right similar to or derived from the
      economic benefits and rights occurring to holders of the capital stock of the
      Target; and (v) as of the date of this Agreement, there are no outstanding
      contractual obligations of the Target to repurchase, redeem or otherwise acquire
      any shares of the Target capital stock.


    
      
        
        

      

      
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    Section
      8.2 Organization
      and Standing.
      Each of
      the Target and its Subsidiaries is duly organized, validly existing and in
      good
      standing (or such analogous concept as shall be applicable in the relevant
      jurisdiction) under the laws of its jurisdiction of incorporation. Each of
      the
      Target and its Subsidiaries is duly qualified to do business in each of the
      jurisdictions in which property owned, leased or operated by it or the nature
      of
      the business which it conducts requires qualification, except where the failure
      to so qualify would not reasonably be expected, individually or in the
      aggregate, to result in a Material Adverse Effect. Each of the Target and its
      Subsidiaries has all requisite power and authority to own, lease and operate
      its
      assets and properties and to carry on its business as now being conducted and,
      subject to necessary approvals of the relevant Governmental Authorities, as
      presently contemplated to be conducted. The Target has delivered to Pantheon
      true and complete copies of the Target Constituent Instruments.

     

    Section
      8.3 Authority;
      Execution and Delivery; Enforceability.
      The
      Target has all requisite corporate power and authority to execute and deliver
      this Agreement and the Transaction Documents to which it is a party and to
      consummate the Transactions contemplated hereby and thereby. The execution
      and
      delivery by the Target of this Agreement and the consummation by it of the
      Transactions have been duly authorized and approved by the board of directors
      of
      the Target and no other corporate proceedings on the part of it are necessary
      to
      authorize this Agreement and the Transactions. All action, corporate and
      otherwise, necessary to be taken by the Target to authorize the execution,
      delivery and performance of this Agreement, the Transaction Documents and all
      other agreements and instruments delivered the Target in connection with the
      Transactions has been duly and validly taken. Each of this Agreement and the
      Transaction Documents to which the Target is a party has been duly executed
      and
      delivered by it and constitutes the valid, binding, and enforceable obligation
      of it, enforceable in accordance with its terms, except as enforceability may
      be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent transfer or similar laws of general application now or hereafter
      in
      effect affecting the rights and remedies of creditors and by general principles
      of equity (regardless of whether enforcement is sought in a proceeding at law
      or
      in equity).

     

    Section
      8.4 Subsidiaries.
      Section
      8.4 of the Target Disclosure Schedule lists, as of the date hereof, all
      Subsidiaries of the Target and indicates as to each the type of entity, its
      jurisdiction of organization and, its stockholders or other equity holders.
      Except as set forth in Section 8.4 of the Target Disclosure Schedule, the Target
      does not directly or indirectly own any other equity or similar interest in,
      or
      any interest convertible or exchangeable or exercisable for, any equity or
      similar interest in, any corporation, partnership, joint venture or other
      business association or entity. Except as set forth in Section 8.4 of the Target
      Disclosure Schedule, the Target is the direct or indirect owner of all
      outstanding shares of capital stock of its Subsidiaries, and all such shares
      are
      duly authorized, validly issued, fully paid and nonassessable and are owned
      by
      the Target free and clear of all Liens, charges, claims or encumbrances or
      rights of others. There are no outstanding subscriptions, options, warrants,
      puts, calls, rights, exchangeable or convertible securities or other commitments
      or agreements of any character relating to the issued or unissued capital stock
      or other securities of any Subsidiaries of the Target or otherwise obligating
      any Subsidiaries of the Target to issue, transfer, sell, purchase, redeem or
      otherwise acquire any such securities.


    
      
        
        

      

      
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    Section
      8.5 No
      Conflicts.
      The
      execution and delivery of this Agreement or any of the Transaction Documents
      contemplated hereby by the Target and the consummation of the Transactions
      and
      compliance with the terms hereof and thereof will not, (a) conflict with, or
      result in any violation of or default (with or without notice or lapse of time,
      or both) under, or give rise to a right of termination, cancellation or
      acceleration of any obligation or to loss of a material benefit under, or result
      in the creation of any Lien upon any of the assets and properties of the Target
      and its Subsidiaries under, any provision of: (i) any Target Constituent
      Instrument; or (ii) any Material Contract to which the Target or any of its
      Subsidiaries is a party or to or by which it (or any of its assets and
      properties) is subject or bound; (b) subject to the filings and other matters
      referred to in Section 8.6, conflict with any material Judgment or Law
      applicable to the Target and its Subsidiaries, or their respective properties
      or
      assets, (c) result in any suspension, revocation, impairment, forfeiture or
      nonrenewal of any Permit applicable to the Target or its Subsidiaries; (d)
      terminate or modify, or give any third party the right to terminate or modify,
      the provisions or terms of any Contract to which the Target or any of its
      Subsidiaries is a party; (e) cause the Target or any of its Subsidiaries to
      become subject to, or to become liable for the payment of, any Tax; or (f)
      cause
      any of the assets owned by the Target or any of its Subsidiaries to be
      reassessed or revalued by any Governmental Authority, except, in the case of
      clauses (a)(ii), (b), (c), (d), (e) and (f) above, any such items that,
      individually or in the aggregate, have not had and would not reasonably be
      expected to have a Material Adverse Effect on the Target.

     

    Section
      8.6 Consents
      and Approvals.
      Except
      as set forth in Section 8.6 of the Target Disclosure Schedule, no consent,
      approval, license, permit, order or authorization of, or registration,
      declaration or filing with (each, a “Consent”),
      or
      permit from any third party or any Governmental Authority is required to be
      obtained or made by or with respect to any Warrantor, in connection with the
      execution, delivery and performance of this Agreement or the consummation of
      the
      Transactions, except for (a) such Consents as may be required under applicable
      state securities laws and the securities laws of any foreign country; and (b)
      such other Consents which, if not obtained or made, would not have a Material
      Adverse Effect on the Target and would not prevent, or materially alter or
      delay, any of the Transactions contemplated by this Agreement.

     

    Section
      8.7 Financial
      Statements.

     

    (a) On
      or
      before December 31, 2008, the Target shall deliver to Pantheon its audited
      consolidated financial statements for the fiscal years ended March 31, 2006,
      2007 and 2008 (collectively, the “Target
      Financial Statements”)
      prepared in accordance with U.S. GAAP applied on a consistent basis throughout
      the periods indicated. The Target Financial Statements shall fairly present
      in
      all material respects the financial condition and operating results, change
      in
      stockholders’ equity and cash flow of the Target, as of the dates, and for the
      periods, indicated therein, and are accompanied by an unqualified opinion of
      an
      internationally recognized and U.S. registered independent public accounting
      firm reasonably acceptable to Pantheon and qualified to practice before the
      Public Company Accounting Oversight Board. The Target does not have any material
      liabilities or obligations, contingent or otherwise, other than
      (a) liabilities incurred in the ordinary course of business subsequent to
      March 31, 2008, and (b) obligations under contracts and commitments
      incurred in the ordinary course of business and not required under generally
      accepted accounting principles to be reflected in the Target Financial
      Statements, which, in both cases, individually or in the aggregate, would not
      be
      reasonably expected to result in a Material Adverse Effect on the
      Target.


    
      
        
        

      

      
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    (b) The
      Target does not have any Off-balance Sheet Arrangements except arrangements
      that
      do not and would not reasonably be expected to, individually or in the
      aggregate, result in a Material Adverse Effect to the Target.

     

    (c) To
      the
      extent that the Balance Sheet included in the Target Financial Statements (the
      “Target
      Balance Sheet”)
      reflects any outstanding loans to or from any stockholders of the Target, all
      such loans have been repaid or forgiven, as applicable, and are no longer
      outstanding as of the date hereof.

     

    Section
      8.8 Internal
      Accounting Controls.
      The
      Target has implemented and maintains a system of internal accounting controls
      sufficient to provide reasonable assurance that (a) transactions are executed
      in
      accordance with management’s general or specific authorizations, (b)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability, (c) access to assets is permitted only in
      accordance with management’s general or specific authorization, and (d) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. Officers of the Target have established disclosure controls and
      procedures for the Target and designed such disclosure controls and procedures
      to ensure that material information relating to the Target is made known to
      the
      officers by others within those entities. Officers of the Target have evaluated
      the effectiveness of the controls and procedures of the Target. Since March
      31,
      2008, there have been no significant changes in the internal controls of the
      Target or, to the Knowledge of the Warrantors, in other factors that could
      significantly affect the internal controls of the Target.

     

    Section
      8.9 [RESERVED].
      

     

    Section
      8.10 Absence
      of Certain Changes or Events.
      Except
      as disclosed in the Target Financial Statements, from March 31, 2008 to the
      date
      of this Agreement, the Target and its Subsidiaries have conducted their
      respective businesses only in the ordinary course, and during such period there
      has not been:

     

    (a) any
      change in the assets, liabilities, financial condition or operating results
      of
      the Target or any of its Subsidiaries, except changes in the ordinary course
      of
      business that have not caused, in the aggregate, a Material Adverse Effect
      on
      the Target;

     

    (b) any
      damage, destruction or loss to, or any material interruption in the use of,
      any
      of the assets of the Target or any of its Subsidiaries (whether or not covered
      by insurance) that has had or could reasonably be expected to have a Material
      Adverse Effect on the Target;

     

    (c) any
      waiver or compromise by the Target or any of its Subsidiaries of a valuable
      right or of a material debt owed to it;


    
      
        
        

      

      
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    (d) any
      satisfaction or discharge of any Lien, claim, or encumbrance or payment of
      any
      obligation by the Target or any of its Subsidiaries, except in the ordinary
      course of business and the satisfaction or discharge of which would not have
      a
      Material Adverse Effect on the Target;

     

    (e) any
      material change to a material Contract by which the Target or any of its
      Subsidiaries or any of their respective assets is bound or subject;

     

    (f) any
      mortgage, pledge, transfer of a security interest in, or Lien, created by the
      Target or any of its Subsidiaries, with respect to any of their respective
      material properties or assets, except Liens for taxes not yet due or payable
      and
      Liens that arise in the ordinary course of business and do not materially impair
      such entity’s ownership or use of such property or assets;

     

    (g) any
      loans
      or guarantees made by the Target or any of its Subsidiaries to or for the
      benefit of its employees, officers or directors, or any members of their
      immediate families, other than travel advances and other advances made in the
      ordinary course of its business;

     

    (h) any
      alteration of the method of accounting, accounting practice or the identity
      of
      auditors of the Target or any of its Subsidiaries;

     

    (i) any
      declaration, accrual, set aside or payment of dividend or any other distribution
      of cash or other property in respect of any shares of capital stock of the
      Target or any of its Subsidiaries or any purchase, redemption or agreements
      to
      purchase or redeem by the Target or any of its Subsidiaries of any shares of
      capital stock or other securities;

     

    (j) any
      sale,
      issuance or grant, or authorization of the issuance of equity securities of
      the
      Target or any of its Subsidiaries , except pursuant to existing stock option
      plans of the Target or any of its Subsidiaries ;

     

    (k) any
      amendment to any Target Constituent Instruments, any merger, consolidation,
      share exchange, business combination, recapitalization, reclassification of
      shares, stock split, reverse stock split or similar transaction involving the
      Target or any of its Subsidiaries ;

     

    (l) any
      creation of any Subsidiary of the Target or acquisition by the Target or any
      of
      its Subsidiaries of any equity interest or other interest in any other
      Person;

     

    (m) any
      material Tax election by the Target or any of its Subsidiaries ;

     

    (n) any
      commencement or settlement of any Actions (as defined below) by the Target
      or
      any of its Subsidiaries; or

     

    (o) any
      negotiations, arrangement or commitment by the Target or any of its Subsidiaries
      to do any of the things described in this Section 8.10.


    
      
        
        

      

      
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    Section
      8.11 No
      Undisclosed Liabilities.
      Neither
      the Target nor any of its Subsidiaries has any material obligations or
      liabilities of any nature (matured or unmatured, fixed or contingent, including
      any obligations to issue capital stock or other securities of the Target) due
      after the date hereof, other than (a) those set forth or adequately provided
      for
      in the Target Balance Sheet, (b) those incurred in the ordinary course of
      business and not required to be set forth in the Target Balance Sheet under
      U.S.
      GAAP, (c) those incurred in the ordinary course of business since the Target
      Balance Sheet date and not reasonably likely to result in a Material Adverse
      Effect to the Target, and (d) those incurred in connection with the execution
      of
      this Agreement.

     

    Section
      8.12 Litigation.
      To the
      Knowledge of the Warrantors, there is no private or governmental action, suit,
      inquiry, notice of violation, claim, arbitration, audit, proceeding (including
      any partial proceeding such as a deposition) or investigation (“Action”)
      pending or threatened in writing against or affecting the Target, any of its
      officers or directors (in their capacities as such), any of its Subsidiaries
      or
      any of their properties, before or by any Governmental Authority which (a)
      adversely affects or challenges the legality, validity or enforceability of
      any
      of this Agreement or (b) could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect on the Target. To the Knowledge of the Warrantors,
      there
      is no Judgment imposed upon the Target, any of its officers or directors (in
      their capacities as such), any of its Subsidiaries or any of their respective
      properties, that would prevent, enjoin, alter or materially delay any of the
      Transactions contemplated by this Agreement, or that would reasonably be
      expected to have a Material Adverse Effect on the Target. To the Knowledge
      of
      the Warrantors, neither the Target, any of its Subsidiaries nor any director
      or
      officer thereof (in his or her capacity as such), is or has been the subject
      of
      any Action involving a claim or violation of or liability under the securities
      laws of any Governmental Authority or a claim of breach of fiduciary
      duty.

     

    Section
      8.13 [RESERVED].
      

     

    Section
      8.14 Licenses,
      Permits, Etc.
      The
      Target and its Subsidiaries possess or will possess prior to the Closing all
      Material Permits. Such Material Permits are described or set forth on
      Section 8.14 of the Target Disclosure Schedule. True, complete and correct
      copies of the Material Permits issued to the Target and its Subsidiaries have
      previously been delivered to Pantheon. All such Material Permits are in full
      force and effect. Unless otherwise stipulated herein, the Target, its
      Subsidiaries and each of their respective officers, directors, employees,
      representatives and agents have complied with all terms of such Material
      Permits, except where instances of such noncompliance, individually or in the
      aggregate, have not had and would not reasonably be expected to have, a Material
      Adverse Effect on the Target, and they will take any and all actions reasonably
      necessary to ensure that all such Material Permits remain in full force and
      effect and that the terms of such Material Permits are not violated through
      the
      Closing Date. To the Knowledge of the Warrantors, neither the Target nor any
      of
      its Subsidiaries is in default under any of such Material Permits and no event
      has occurred and no condition exists which, with the giving of notice or the
      passage of time, or both, would constitute a default thereunder. Neither the
      execution and delivery of this Agreement, the Transaction Documents or any
      of
      the other documents contemplated hereby or thereby nor the consummation of
      the
      Transactions or compliance by the Target and its Subsidiaries with any of the
      provisions hereof or thereof will result in any suspension, revocation,
      impairment, forfeiture or nonrenewal of any Material Permit applicable to the
      business of the Target and its Subsidiaries.


    
      
        
        

      

      
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    Section
      8.15 Title
      to Properties.

     

    (a) Real
      Property.
      Section 8.15(a) of the Target Disclosure Schedule contains an accurate and
      complete list and description of (i) all real properties with respect to
      which the Target directly or indirectly holds valid land use rights as well
      as
      any other real estate that is in the possession of or leased by the Target
      and
      its Subsidiaries and the improvements (including buildings and other structures)
      located on such real estate (collectively, the “Real
      Property”),
      and
      (ii) any lease under which any such Real Property is possessed (the
“Real
      Estate Leases”).
      Neither the Target nor any of its Subsidiaries is in default under any of the
      Real Estate Leases, except where such defaults, individually or in the
      aggregate, have not had and would not be reasonably expected to have, a Material
      Adverse Effect on the Target, and the officers of the Target are not aware
      of
      any default by any of the lessors thereunder.

     

    (b) Tangible
      Personal Property.
      The
      Target and its Subsidiaries are in possession of and have good title to, or
      have
      valid leasehold interests in or valid contractual rights to use all material
      tangible personal property used in the conduct of their business, including
      the
      tangible personal property reflected in the Target Financial Statements and
      material tangible personal property acquired since March 31, 2008 (collectively,
      the “Tangible
      Personal Property”).
      All
      Tangible Personal Property is free and clear of all Liens, other than Permitted
      Liens, and is in good order and condition, ordinary wear and tear excepted,
      and
      its use complies in all material respects with all applicable Laws. Neither
      Target nor any of its Subsidiaries has granted any lease, sublease, tenancy
      or
      license of any portion of the Tangible Personal Property.

     

    (c) Accounts
      Receivable.
      The
      accounts receivable of the Target and each of its Subsidiaries reflected on
      the
      Target Financial Statements and created after March 31, 2008 but prior to the
      Closing Date are bona fide accounts receivable created in the ordinary course
      of
      business.

     

    Section
      8.16 Intellectual
      Property.
      The
      Target and its Subsidiaries own or are validly licensing or otherwise have
      the
      right to use any patents, trademarks, trade names, service marks, domain names,
      copyrights, and any applications therefore, trade secrets, computer software
      programs, and tangible or intangible proprietary information or material which
      are material to the conduct of their business taken as a whole (the
“Intellectual
      Property Rights”).
      No
      claims are pending or, to the Knowledge of the Warrantors, threatened that
      the
      Target or any of its Subsidiaries is infringing or otherwise adversely affecting
      the rights of any Person with regard to any Intellectual Property Right. To
      the
      Knowledge of the Warrantors, no Person is infringing the rights of the Target
      or
      any of its Subsidiaries with respect to any Intellectual Property
      Right.


    
      
        
        

      

      
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    Section
      8.17 Taxes.

     

    (a) The
      Target and its Subsidiaries have timely filed, or have caused to be timely
      filed
      on their behalf, all Tax Returns that are or were required to be filed by or
      with respect to any of them, either separately or as a member of group of
      corporations, pursuant to applicable Legal Requirements. All Tax Returns filed
      by (or that include on a consolidated basis) the Target and its Subsidiaries
      were (and, as to a Tax Return not filed as of the date hereof, will be) in
      all
      respects true, complete and accurate. To the Knowledge of the Warrantors, there
      are no unpaid Taxes claimed to be due by any Governmental Authority in charge
      of
      taxation of any jurisdiction, nor any claim for additional Taxes for any period
      for which Tax Returns have been filed, and none of their officers or directors,
      or the Selling Shareholders, or any of their officers or directors (if an
      entity), know of any basis for any such claim.

     

    (b) Neither
      the Target nor any of its Subsidiaries has received any notice that any
      Governmental Authority will audit or examine (except for any general audits
      or
      examinations routinely performed by such Governmental Authorities), seek
      information with respect to, or make material claims or assessments with respect
      to any Taxes for any period since January 1, 2002. 

     

    (c) The
      Target Financial Statements reflect an adequate reserve for all Taxes known
      to
      be payable by the Target and its Subsidiaries (in addition to any reserve for
      deferred Taxes to reflect timing differences between book and Tax items) for
      all
      taxable periods and portions thereof through the date of such financial
      statements. None of the Target or its Subsidiaries is a party to or bound by
      any
      Tax indemnity, Tax sharing or similar agreement and the Target and its
      Subsidiaries currently have no material liability and will not have any material
      liabilities for any Taxes of any other Person under any agreement or by the
      operation of any Law. No deficiency with respect to any Taxes has been proposed,
      asserted or assessed against the Target or its Subsidiaries, and no requests
      for
      waivers of the time to assess any such Taxes are pending.

     

    (d) Neither
      the Target nor any of its Subsidiaries has requested any extension of time
      within which to file any Tax Return, which Tax Return has not since been filed.
      Neither the Target nor any of its Subsidiaries has executed any outstanding
      waivers or comparable consents regarding the application of the statute of
      limitations with respect to any Taxes or Tax Returns. No power of attorney
      currently in force has been granted by the Target or any of its Subsidiaries
      concerning any Taxes or Tax Return.

     

    (e) [RESERVED].

     

    (f) Neither
      the Target nor any of its Subsidiaries (i) is currently engaged in the conduct
      of a trade or business within the United States; (ii) is a corporation or
      other entity organized or incorporated in the United States; and (iii) owns
      or
      has ever owned any United States real property interests described in
      Section 897 of the Code.


    
      
        
        

      

      
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    Section
      8.18 Employment
      Matters.

     

    (a) Benefit
      Plan.
      Except
      as set forth in Section 8.18(a) of the Target Disclosure Schedule, neither
      the
      Target nor any of its Subsidiaries maintains any collective bargaining agreement
      or any bonus, pension, profit sharing, deferred compensation, incentive
      compensation, stock ownership, stock purchase, stock option, phantom stock,
      retirement, vacation, severance, disability, death benefit, hospitalization,
      medical or other plan, arrangement or understanding (whether or not legally
      binding) providing benefits to any current or former employee, officer or
      director of the Target or any such Subsidiary (collectively, the “Target
      Benefit Plans”).
      Neither the execution and delivery of this Agreement nor the consummation of
      the
      Transactions will (either alone or in conjunction with any other event) result
      in, cause the accelerated vesting or delivery of, or increase the amount or
      value of, any payment or benefit to any employee of the Target or any such
      Subsidiary. The consummation of the Transactions will not trigger any severance
      or termination agreements or arrangements between the Target or any of its
      Subsidiaries and any of their respective current or former employees, officers
      or directors, nor does the Target have any general severance plan or policy.
      Since March 31, 2008, there has not been any adoption or amendment in any
      material respect by the Target or any of its Subsidiaries of any Target Benefit
      Plan.

     

    (b) Labor
      Matters.
      Except
      for disputes, agreements and other matters that, individually or in the
      aggregate, do not have or are not expected to have a Material Adverse Effect,
      (a) there are no collective bargaining or other labor union agreements to which
      the Target or any of its Subsidiaries is a party or by which it is bound; (b)
      no
      labor dispute exists or, to the Knowledge of the Warrantors, is imminent with
      respect to the employees of the Target or any of its Subsidiaries; (c) 
there is no strike, work stoppage or other labor dispute involving the Target
      or
      any of its Subsidiaries pending or, to the Knowledge of the Warrantors,
      threatened; (d)  no complaint, charge or Actions by or before any
      Governmental Authority brought by or on behalf of any employee, prospective
      employee, former employee, retiree, labor organization or other representative
      of its employees is pending or, to the Knowledge of the Warrantors, threatened
      against the Target or any of its Subsidiaries; (e)  no grievance is pending
      or, to the Knowledge of the Warrantors, threatened against the Target or any
      of
      its Subsidiaries; and (f) neither the Target nor any of its Subsidiaries is
      a
      party to, or otherwise bound by, any consent decree with, or citation by, any
      Governmental Authorities relating to employees or employment
      practices.

     

    (c) Executive
      Officers.
      Except
      as set forth in Section 8.18(c) of the Target Disclosure Schedule and other
      than
      any resignations required by The Rules Governing the Listing of Securities
      on
      the Growth Enterprise Market of the
      HKSE
(the
      “HKSE
      Listing Rules”),
      no
      executive officer of the Target or any of its Subsidiaries has notified such
      entity in writing that such officer intends to leave the Target or any such
      Subsidiary or otherwise terminate such officer’s employment with the Target or
      such Subsidiary in connection with the consummation of the Transactions or
      within 60 days following the Closing Date.

     

    Section
      8.19 Transactions
      with Affiliates and Employees.
      Except
      as disclosed in the Target Financial Statements or in Section 8.19 of the Target
      Disclosure Schedule, none of the officers, directors or employees of the Target
      and the Warrantors is presently a party, directly or indirectly, to any
      transaction with the Target or any of its Subsidiaries (other than for services
      as employees, officers and directors), including any Contract providing for
      the
      furnishing of services to or by, providing for rental of real or personal
      property to or from, or otherwise requiring payments to or from any such
      officer, director or employee or, to the Knowledge of the Warrantors, any entity
      in which any such officer, director, or employee has a substantial interest
      or
      is an officer, director, trustee or partner.


    
      
        
        

      

      
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    Section
      8.20 Insurance.
      The
      Target has made available to Pantheon, prior to the date of this Agreement,
      true
      and correct copies of all contracts of insurance or indemnification, as amended
      and supplemented to which the Target or any of its Subsidiaries is a party.
      All
      such insurance policies are in full force and effect, all premiums due thereon
      have been paid and, to the Knowledge of the Warrantors, the Target and any
      such
      Subsidiary has complied with the provisions of such policies. Neither the Target
      nor any such Subsidiary has been advised of any defense to coverage in
      connection with any claim to coverage asserted or noticed by the Target or
      any
      such Subsidiary under or in connection with any of their extant insurance
      policies. The Target and its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      are prudent and customary in the businesses in which they are engaged and in
      the
      geographic areas where any of which engages in such businesses. The Warrantors
      have no reason to believe that the Target and its Subsidiaries will not be
      able
      to renew their existing insurance coverage as and when such coverage expires
      or
      to obtain similar coverage from similar insurers as may be necessary to continue
      their business on terms consistent with market for the Target’s or any of its
      Subsidiaries’ respective lines of business.

     

    Section
      8.21 Material
      Contracts.

     

    (a) The
      Target is not in violation of or in default under (nor does there exist any
      condition which upon the passage of time or the giving of notice would cause
      such a violation of or default under) any Material Contract to which it or
      any
      such Subsidiary is a party or by which they or any of their respective
      properties or assets is bound, except for violations or defaults that would
      not,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Effect on the Target; and, to the Knowledge of the Warrantors, no other
      Person has violated or breached, or committed any default under, any Material
      Contract, except for violations, breaches and defaults that, individually or
      in
      the aggregate, have not had and would not reasonably be expected to have a
      Material Adverse Effect on the Target.

     

    (b) Each
      Material Contract is a legal, valid and binding agreement, and is in full force
      and effect, and (i) neither the Target nor any of its Subsidiaries is in breach
      or default of any Material Contract to which it is a party in any material
      respect; (ii) to the Knowledge of the Warrantors, no event has occurred or
      circumstance has existed that (with or without notice or lapse of time), will
      or
      would reasonably be expected to, (A) contravene, conflict with or result in
      a
      violation or breach of, or become a default or event of default under, any
      provision of any Material Contract; (B) permit the Target or any other Person
      the right to declare a default or exercise any remedy under, or to accelerate
      the maturity or performance of, or to cancel, terminate or modify any Material
      Contract; or (iii) neither the Target nor any of its Subsidiaries has received
      written notice of any proposed cancellation, revocation or termination of any
      Material Contract to which it is a party; and (iv) there are no renegotiations
      of, or attempts to renegotiate, any material terms of any Material Contract.
      Since March 31, 2008, neither the Target nor any of its Subsidiaries has
      received any written notice regarding any actual or possible violation or breach
      of, or default under, any Material Contract, except in each such case for
      defaults, acceleration rights, termination rights and other rights that have
      not
      had and would not reasonably be expected to have a Material Adverse Effect
      on
      the Target.


    
      
        
        

      

      
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    Section
      8.22 Compliance
      with Applicable Laws.
      The
      Target and its Subsidiaries are in compliance with all applicable Laws,
      including those relating to occupational health and safety and the environment,
      except for instances of noncompliance that, individually and in the aggregate,
      have not had and would not reasonably be expected to have a Material Adverse
      Effect on the Target. Neither the Target nor any of its Subsidiaries has
      received any written communication during the past two years from a Governmental
      Authority alleging that the Target or any such Subsidiary is not in compliance
      in any material respect with any applicable Law. This Section 8.22 does not
      relate to matters with respect to Taxes, which are the subject of Section
      8.17.

     

    Section
      8.23 Foreign
      Corrupt Practices.
      None of
      the Warrantors, nor any of their respective Representatives, has, in the course
      of its actions for, or on behalf of, the Target or any of its Subsidiaries,
      directly or indirectly, (a) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expenses relating to
      political activity; (b) made any direct or indirect unlawful payment to any
      Governmental Authority or any foreign or domestic government official or
      employee from corporate funds; (c) violated or is in violation of any provision
      of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules
      and
      regulations thereunder (the “FCPA”);
      or
      (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment in connection with the operations of the Target or any
      such Subsidiary to any foreign or domestic government official or employee.
      None
      of the Warrantors, or any of their respective Representatives, has committed
      any
      acts or omissions which would constitute a breach of applicable criminal laws,
      including but not limited to corruption laws.

     

    Section
      8.24 Money
      Laundering Laws.
      The
      Target and its Subsidiaries have conducted their business at all times in
      compliance with money laundering statutes in all applicable jurisdictions,
      the
      rules and regulations thereunder and any related or similar rules, regulations
      or guidelines, issued, administered or enforced by any Governmental Authority
      (collectively, the “Money
      Laundering Laws”)
      and no
      proceeding involving the Target with respect to the Money Laundering Laws is
      pending or, to the Knowledge of the Warrantors, is threatened.

     

    Section
      8.25 Governmental
      Inquiry.
      Neither
      the Target nor any of its Subsidiaries has received any material written
      inspection report, questionnaire, inquiry, demand or request for information
      from a Governmental Authority.

     

    Section
      8.26 Records.
      The
      books of account, minute books and shareholder records of the Target and its
      Subsidiaries made available to Pantheon are complete and accurate in all
      material respects, and there have been no material transactions involving the
      Target or any of its Subsidiaries which are required to be set forth therein
      and
      which have not been so set forth.

     

    Section
      8.27 Brokers;
      Schedule of Fees and Expenses.
      No
      broker, investment banker, financial advisor or other Person is entitled to
      any
      broker’s, finder’s, financial advisor’s or other similar fee or commission in
      connection with this Agreement or the Transactions based upon arrangements
      made
      by or on behalf of the Target or any of its Subsidiaries.


    
      
        
        

      

      
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    Section
      8.28 Vote
      Required.
      There
      is no vote of the shareholders of Target necessary to approve this Agreement
      and
      the Transactions contemplated hereby.

     

    Section
      8.29 Business
      Relationships.
      To the
      Knowledge of the Warrantors, the execution of this Agreement and Transaction
      Documents and the consummation of the Transactions contemplated hereby and
      thereby will not materially adversely affect the relationships of the Target
      with its subscribers.

     

    Section
      8.30 OFAC.
      None of
      the Target, any director or officer of the Target, or, to the Knowledge of
      the
      Warrantors, any agent, employee, affiliate or Person acting on behalf of the
      Target is currently identified on the specially designated nationals or other
      blocked person list or otherwise currently subject to any U.S. sanctions
      administered by the Office of Foreign Assets Control of the U.S. Treasury
      Department (“OFAC”);
      and
      the Target has not, directly or indirectly, used any funds, or loaned,
      contributed or otherwise made available such funds to any Subsidiary, joint
      venture partner or other Person, in connection with any sales or operations
      in
      Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or
      for
      the purpose of financing the activities of any Person currently subject to,
      or
      otherwise in violation of, any U.S. sanctions administered by OFAC in the last
      five (5) fiscal years.

     

    Section
      8.31 Additional
      PRC Representations and Warranties.

     

    (a) All
      material consents, approvals, authorizations or licenses requisite under PRC
      law
      for the due and proper establishment and operation of the Target and its
      Subsidiaries have been duly obtained from the relevant PRC Governmental
      Authority and are in full force and effect.

     

    (b) All
      filings and registrations with the PRC Governmental Authorities required in
      respect of the Target and its Subsidiaries and their respective operations
      including, without limitation, the registration with and/or approval by the
      Ministry of Commerce, the State Administration of Industry and Commerce, the
      State Administration for Foreign Exchange, tax bureau and customs offices and
      other PRC Governmental Authorities that administer foreign investment
      enterprises have been duly completed in accordance with the relevant PRC rules
      and regulations, except where the failure to complete such filings and
      registrations does not, and would not, individually or in the aggregate, have
      a
      Material Adverse Effect.

     

    (c) The
      Target and its Subsidiaries have complied with all relevant PRC laws and
      regulations regarding the contribution and payment of their registered share
      capital, the payment schedules of which have been approved by the relevant
      PRC
      Governmental Authority. 

     

    (d) Neither
      the Target nor any of its Subsidiaries is in receipt of any letter or notice
      from any relevant PRC Governmental Authority notifying it of the revocation,
      or
      otherwise questioning the validity, of any licenses or qualifications issued
      to
      it or any subsidy granted to it by any PRC Governmental Authority for
      non-compliance with the terms thereof or with applicable PRC laws, or the need
      for compliance or remedial actions in respect of the activities carried out
      by
      the Target or any of its Subsidiaries, except where the notice or the letter
      does not, and would not, individually or in the aggregate, have a Material
      Adverse Effect.


    
      
        
        

      

      
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    (e) The
      Target and its Subsidiaries have conducted their respective business activities
      within the permitted scope of business or have otherwise operated their
      respective businesses in compliance, in all material respects, with all relevant
      legal requirements and with all requisite licenses and approvals granted by
      competent PRC Governmental Authorities, except where such non-compliance has
      not
      had and would not reasonably be expected to have, resulted in a Material Adverse
      Effect on the Target. As to licenses, approvals and government grants and
      concessions requisite or material for the conduct of any part of the Target’s
      business which is subject to periodic renewal, the Warrantors have no Knowledge
      of any grounds on which such requisite renewals will not be granted by the
      relevant PRC Governmental Authorities, except where such grounds does not,
      and
      would not, individually or in the aggregate, result in a Material Adverse
      Effect.

     

    (f) With
      regard to employment and staff or labor, the Target and its Subsidiaries have
      complied, in all material respects, with all applicable PRC laws and
      regulations, including without limitation, laws and regulations pertaining
      to
      welfare funds, social benefits, medical benefits, insurance, retirement
      benefits, pensions or the like.

     

    Section
      8.32 Stamp
      Duty; Transfer Taxes.
      No
      stamp or other issuance or transfer taxes or duties and no capital gains,
      income, withholding or other taxes are payable by or on behalf of the Pantheon
      Parties to any Governmental Authority in Cayman Islands, Hong Kong, the PRC
      or
      any other applicable jurisdiction or any political subdivision or taxing
      authority thereof or therein (other than on the net income of the Pantheon
      Parties where the net income of the Pantheon Parties is otherwise subject to
      taxation by the applicable jurisdiction) in connection with the
      Transactions.

     

    Section
      8.33 Environmental
      Matters.
      To the
      Knowledge of the Warrantors after due inquiry, each of the Target and its
      Subsidiaries is, and at all times has been, in substantial compliance with,
      and
      has not been and is not in material violation of or subject to any material
      liability under, any Environmental Law, and the Target does not have any basis
      to expect, nor has the Target and its Subsidiaries, nor any other Person for
      whose conduct they are or may be held to be responsible, received any written
      order or notice from (a) any Governmental Authority or private citizen
      acting in the public interest, or (b) the current or prior owner or
      operator of any Facilities, of any actual or potential material violation by
      the
      Target or any of its Subsidiaries, or failure by the Target or any of its
      Subsidiaries to comply with, any Environmental Law, or of any actual or
      threatened material obligation by the Target or any of its Subsidiaries to
      undertake or bear the cost of any liabilities under the Environmental Laws
      with
      respect to any of the Facilities or any other properties or assets (whether
      real, personal, or mixed) in which the Target or any of its Subsidiaries has
      or
      has had an interest, or with respect to any property or Facility at or to which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used, or processed by the Target or any other Person for whose conduct
      the Target is or may be held legally responsible, or from any such Hazardous
      Materials have been transported, treated, stored, handled, transferred,
      disposed, recycled, or received. 


    
      
        
        

      

      
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    Section
      8.34 Disclosure.
      All of
      the representations or warranties made by the Target herein, in the Target
      Disclosure Schedule or in any certificate furnished by the Target pursuant
      to
      this Agreement, are true and correct, and when all such documents are read
      together in their entirety, none of them contains or will contain at the Closing
      Date any untrue statement of a material fact, or omits or will omit at the
      Closing Date to state any material fact necessary in order to make the
      statements contained herein or therein, in the light of the circumstances under
      which made, not misleading.

     

    Section
      8.35 No
      Additional Agreements.
      The
      Target does not have any agreement or understanding with Pantheon with respect
      to the Transactions contemplated by this Agreement other than as specified
      in
      this Agreement.

     

    ARTICLE
      IX

     

    Representations
      and Warranties of Pantheon

     

    Except
      as
      set forth in the Disclosure Schedule of Pantheon attached hereto as Schedule III
      (the
“Pantheon
      Disclosure Schedule”),
      each
      of the Pantheon Parties, jointly and severally, represents and warrants to
      the
      Warrantors and Selling Shareholders as follows:

     

    Section
      9.1 Capital
      Structure.

     

    (a) Section 9.1(a)
      of the Pantheon Disclosure Schedule sets forth, as of the date hereof, the
      share
      capitalization of Pantheon and all the outstanding options, warrants or rights
      to acquire any share capital of Pantheon. Other than those set forth in
      Section 9.1(a) of the Pantheon Disclosure Schedule: (i) there are no
      options, warrants or other rights outstanding which give any Person the right
      to
      acquire any share capital of Pantheon or to subscribe to any increase of any
      share capital of Pantheon; and (ii) there are no disputes, arbitrations or
      litigation proceedings involving Pantheon with respect to the share capital
      of
      Pantheon.

     

    (b) Except
      as
      set forth in Section 9.1(b) of the Pantheon Disclosure Schedule: (i) no
      shares of capital stock or other voting securities of Pantheon were issued,
      reserved for issuance or outstanding and there have not been any issuances
      of
      capital securities or options, warrants or rights to acquire the capital
      securities of Pantheon; (ii) all outstanding shares of the capital stock of
      Pantheon are, and all such shares that may be issued prior to the date hereof
      will be when issued, duly authorized, validly issued, fully paid and
      nonassessable and not subject to or issued in violation of any purchase option,
      call option, right of first refusal, preemptive right, subscription right or
      any
      similar right under any provision of the DGCL, the Pantheon Constituent
      Instruments (as defined below) or any Contract to which Pantheon is a party
      or
      otherwise bound; and (iii) there are no outstanding contractual obligations
      of
      Pantheon to repurchase, redeem or otherwise acquire any shares of capital stock
      of Pantheon.


    
      
        
        

      

      
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    (c) Except
      as
      set forth in Section 9.1(c) of the Pantheon Disclosure Schedule, as of the
      date of this Agreement: (i) there are no bonds, debentures, notes or other
      indebtedness of Pantheon having the right to vote (or convertible into, or
      exchangeable for, securities having the right to vote) on any matters on which
      holders of Common Stock may vote (“Voting
      Pantheon Debt”);
      and
      (ii) there are no options, warrants, rights, convertible or exchangeable
      securities, “phantom” stock rights, stock appreciation rights, stock-based
      performance units, commitments, Contracts, arrangements or undertakings of
      any
      kind to which Pantheon is a party or by which it is bound (A) obligating
      Pantheon to issue, deliver or sell, or cause to be issued, delivered or sold,
      additional shares of capital stock or other equity interests in, or any security
      convertible or exercisable for or exchangeable into any capital stock of or
      other equity interest in, Pantheon or any Voting Pantheon Debt, or (B)
      obligating Pantheon to issue, grant, extend or enter into any such option,
      warrant, call, right, security, commitment, Contract, arrangement or
      undertaking.

     

    (d) Except
      as
      set forth in Section 9.1(d) of the Pantheon Disclosure Schedule, Pantheon
      is not a party to any agreement granting any security holder of Pantheon the
      right to cause Pantheon to register shares of the capital stock or other
      securities of Pantheon held by such security holder under the Securities Act.
      The stockholder list provided to the Target is a current shareholder list
      generated by Pantheon’s stock transfer agent, and such list accurately reflects
      all of the issued and outstanding shares of Pantheon’s capital
      stock.

     

    Section
      9.2 Organization
      and Standing.
      Pantheon is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware. Pantheon is duly qualified to do business in each
      of
      the jurisdictions in which the property owned, leased or operated by Pantheon
      or
      the nature of the business which it conducts requires qualification, except
      where the failure to so qualify would not reasonably be expected to have a
      Material Adverse Effect on Pantheon. Pantheon has the requisite power and
      authority to own, lease and operate its tangible assets and properties and
      to
      carry on its business as now being conducted and, subject to necessary approvals
      of the relevant Governmental Authorities, as presently contemplated to be
      conducted. Pantheon has delivered to the Target true and complete copies of
      the
      certificate of incorporation of Pantheon, as amended to the date of this
      Agreement and the bylaws of Pantheon, as amended to the date of this Agreement
      (the “Pantheon
      Constituent Instruments”).

     

    Section
      9.3 Authority;
      Execution and Delivery; Enforceability.
      Pantheon has all requisite corporate power and authority to execute and deliver
      this Agreement and the Transaction Documents to which it is a Party and to
      consummate the Transactions. The execution and delivery by Pantheon of this
      Agreement and the consummation by Pantheon of the Transactions have been duly
      authorized and approved by the Pantheon Board and no other corporate proceedings
      on the part of Pantheon are necessary to authorize this Agreement and the
      Transactions. Other than the Shareholder Approval (as defined below), all
      action, corporate and otherwise, necessary to be taken by Pantheon to authorize
      the execution, delivery and performance of this Agreement, the Transaction
      Documents and all other agreements and instruments delivered by Pantheon in
      connection with the Transactions has been duly and validly taken. Each of this
      Agreement and the Transaction Documents to which Pantheon is a Party has been
      duly executed and delivered by Pantheon and constitutes the valid, binding,
      and
      enforceable obligation of Pantheon, enforceable in accordance with its terms,
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, fraudulent transfer or similar laws of general
      application now or hereafter in effect affecting the rights and remedies of
      creditors and by general principles of equity (regardless of whether enforcement
      is sought in a proceeding at law or in equity).


    
      
        
        

      

      
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    Section
      9.4 No
      Subsidiaries or Equity Interests.
      Pantheon does not own, directly or indirectly, any capital stock, membership
      interest, partnership interest, joint venture interest or other equity interest
      in any Person other than its ownership interest in Pantheon Arizona prior to
      the
      Merger Effective Time.

     

    Section
      9.5 No
      Conflicts.
      Except
      as set forth in Section 9.5 of the Pantheon Disclosure Schedule, the execution
      and delivery of this Agreement or any of the Transaction Documents by Pantheon
      and the consummation of the Transactions and compliance with the terms hereof
      and thereof will not, (a) conflict with, or result in any violation of or
      default (with or without notice or lapse of time, or both) under, or give rise
      to a right of termination, cancellation or acceleration of any obligation or
      to
      loss of a material benefit under, or result in the creation of any Lien (other
      than a Permitted Lien) upon any of the assets and properties of Pantheon under,
      any provision of: (i) any Pantheon Constituent Instrument; (ii) any
      Pantheon Material Contract (as defined in Section 9.23 hereof) to which Pantheon
      is a party or to or by which it (or any of its assets and properties) is subject
      or bound; or (iii) any Material Permit; (b) subject to the filings and other
      matters referred to in Section 9.6, conflict with any material Judgment or
      Law
      applicable to Pantheon, or its properties or assets; (c) result in any
      suspension, revocation, impairment, forfeiture or nonrenewal of any Permit
      applicable to Pantheon; (d) terminate or modify, or give any third party the
      right to terminate or modify, the provisions or terms of any Contract to which
      Pantheon is a party; or (e) cause any of the assets owned by Pantheon to be
      reassessed or revalued by any Governmental Authority, except, in the case of
      clauses (a)(ii), (a)(iii), (b), (c), (d) and (e) above, any such items that,
      individually or in the aggregate, have not had and would not reasonably be
      expected to have a Material Adverse Effect on Pantheon.

     

    Section
      9.6 Consents
      and Approvals.
      Except
      as set forth in Section 9.6 of the Pantheon Disclosure Schedule, no Consent
      of,
      or registration, declaration or filing with, or permit from, any Governmental
      Authority is required to be obtained or made by or with respect to Pantheon
      in
      connection with the execution, delivery and performance of this Agreement or
      the
      consummation of the Transactions, other than (i) the filing of the Certificate
      of Merger with the Secretary of State of the State of Delaware and the filing
      of
      Articles of Merger with the Arizona Corporation Commission as provided in
      Section 1.2; (ii) the filings in connection with the Conversion as provided
      in
      Section 2.2; (iii) the filing with, and clearance by the SEC of a Registration
      Statement on Form S-4 containing a preliminary proxy statement/prospectus,
      which
      shall serve as a proxy statement pursuant to Section 14(a), Regulation 14A
      and
      Schedule 14A under the Exchange Act, a registration statement under the
      Securities Act, and all other proxy materials for the Pantheon Stockholders
      Meeting (as defined in Section 12.1(a)) (the “Proxy
      Statement/Prospectus”)
      and
      the approval, among others, of this Agreement and the Transactions in such
      Pantheon Stockholders Meeting (the “Shareholder
      Approval”);
      (iv)
      the filing of a Form 8-K with the SEC within four (4) business days after the
      execution of this Agreement and of the Closing Date; (v) any filings as required
      under applicable securities laws of the United States and the securities laws
      of
      any foreign country; (vi) any filing required by the OTCBB; and (vii) the
      procurement of such other consents, authorizations, filings, approvals and
      registrations which, if not obtained or made, would not have a Material Adverse
      Effect on Pantheon and would not prevent, or materially alter or delay,
      consummation of any of the Transactions.


    
      
        
        

      

      
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    Section
      9.7 SEC
      Documents.
      Pantheon has filed all reports, schedules, forms, statements and other documents
      required to be filed by Pantheon with the SEC since December 14, 2006, pursuant
      to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “Pantheon
      SEC Documents”).
      As of
      its respective filing date, each Pantheon SEC Document complied in all material
      respects with the requirements of the Exchange Act and the rules and regulations
      of the SEC promulgated thereunder applicable to such Pantheon SEC Document,
      and
      did not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. Except to the extent that information contained in any Pantheon
      SEC Document has been revised or superseded by a later filed Pantheon SEC
      Document, none of the Pantheon SEC Documents contains any untrue statement
      of a
      material fact or omits to state any material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. The consolidated
      financial statements of Pantheon included in the Pantheon SEC Documents (the
      “Pantheon
      Financial Statements”)
      comply
      as to form in all material respects with applicable accounting requirements
      and
      the published rules and regulations of the SEC with respect thereto, have been
      prepared in accordance with U.S. GAAP (except, in the case of unaudited
      statements, as permitted by the rules and regulations of the SEC) applied on
      a
      consistent basis during the periods involved (except as may be indicated in
      the
      notes thereto) and fairly present the consolidated financial position of
      Pantheon as of the dates thereof and the consolidated results of their
      operations and cash flows as at the respective dates of and for the periods
      referred to in such financial statements (subject, in the case of unaudited
      financial statements, to normal year-end audit adjustments and the omission
      of
      notes to the extent permitted by Regulation S-X of the SEC).

     

    Section
      9.8 Internal
      Accounting Controls.
      Pantheon maintains a system of internal accounting controls sufficient to
      provide reasonable assurance that (a) transactions are executed in accordance
      with management’s general or specific authorizations, (b) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with generally accepted accounting principles and to maintain asset
      accountability, (c) access to assets is permitted only in accordance with
      management’s general or specific authorization, and (d) the recorded
      accountability for assets is compared with the existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.
      Pantheon’s officers have established disclosure controls and procedures for
      Pantheon and designed such disclosure controls and procedures to ensure that
      material information relating to Pantheon is made known to the officers by
      others within those entities. Pantheon’s officers have evaluated the
      effectiveness of Pantheon’s controls and procedures and there is no material
      weakness, significant deficiency or control deficiency, in each case as such
      term is defined in Public Company Accounting Oversight Board Auditing Std.
      No.
      2. Since March 31, 2008, there have been no significant changes in Pantheon’s
      internal controls or, to Pantheon’s Knowledge, in other factors that could
      significantly affect Pantheon’s internal controls.

     

    Section
      9.9 [RESERVED].


    
      
        
        

      

      
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    Section
      9.10 Absence
      of Certain Changes or Events.
      Except
      as disclosed in Section 9.10 of the Pantheon Disclosure Schedule, from the
      date
      of the most recent audited financial statements included in the filed Pantheon
      SEC Documents to the date of this Agreement, there has not been:

     

    (a) any
      event, situation or effect (whether or not covered by insurance) that has
      resulted in, or to Pantheon’s Knowledge, is reasonably likely to result in, a
      Material Adverse Effect on Pantheon;

     

    (b) any
      damage, destruction or loss to, or any material interruption in the use of,
      any
      of the assets of Pantheon (whether or not covered by insurance) that has had
      or
      could reasonably be expected to have a Material Adverse Effect on
      Pantheon;

     

    (c) any
      material change to a material Contract by which Pantheon or any of its assets
      is
      bound or subject;

     

    (d) any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or stockholder;

     

    (e) any
      resignation or termination of employment of the Chief Executive Officer, Chief
      Financial Officer, President or the Secretary of Pantheon;

     

    (f) any
      mortgage, pledge, transfer of a security interest in, or Lien, created by
      Pantheon, with respect to any of its material properties or assets, except
      for
      Permitted Liens;

     

    (g) any
      loans
      or guarantees made by Pantheon to or for the benefit of its officers or
      directors, or any members of their immediate families, or any material loans
      or
      guarantees made by Pantheon to or for the benefit of any of its employees or
      any
      members of their immediate families, in each case, other than travel advances
      and other advances made in the ordinary course of its business;

     

    (h) any
      declaration, setting aside or payment or other distribution in respect of any
      of
      Pantheon’s capital stock, or any direct or indirect redemption, purchase, or
      other acquisition of any of such stock by Pantheon;

     

    (i) any
      alteration of Pantheon’s method of accounting or the identity of its
      auditors;

     

    (j) any
      issuance of equity securities to any officer, director or affiliate, except
      pursuant to existing Pantheon shares option plans; or

     

    (k) any
      negotiations, arrangement or commitment by Pantheon to take any of the actions
      described in this Section 9.10.

     

    Section
      9.11 Undisclosed
      Liabilities.
      Except
      as set forth in Section 9.11 of the Pantheon Disclosure Schedule, Pantheon
      has
      no liabilities or obligations of any nature (whether accrued, absolute,
      contingent or otherwise) due after the date hereof other than those not required
      to be set forth on a balance sheet of Pantheon or in the notes thereto under
      U.S. GAAP. Section 9.11 of the Pantheon Disclosure Schedule sets forth all
      financial and contractual obligations and liabilities (including any obligations
      to issue capital stock or other securities of Pantheon) due after the date
      hereof.

     

    
      
        
        

      

      
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    Section
      9.12 Litigation.
      As of
      the date hereof, there is no Action which (a) adversely affects or challenges
      the legality, validity or enforceability of any of this Agreement or (b) could,
      if there were an unfavorable decision, individually or in the aggregate, have
      or
      reasonably be expected to result in a Material Adverse Effect on Pantheon.
      Neither Pantheon nor any director or officer thereof (in his or her capacity
      as
      such) is or has been the subject of any Action involving a claim or violation
      of
      or liability under federal or state securities laws or a claim of breach of
      fiduciary duty.

     

    Section
      9.13 Compliance
      with Applicable Laws.
      Except
      as set forth in Section 9.13 of the Pantheon Disclosure Schedule, Pantheon
      is in
      compliance with all applicable Laws, including those relating to occupational
      health and safety and the environment, except for instances of noncompliance
      that, individually and in the aggregate, have not had and would not reasonably
      be expected to have a Material Adverse Effect on Pantheon. Except as set forth
      in Section 9.13 of the Pantheon Disclosure Schedule, Pantheon has not received
      any written communication during the past two (2) years from a Governmental
      Authority alleging that Pantheon is not in compliance in any material respect
      with any applicable Law.

     

    Section
      9.14 Sarbanes-Oxley
      Act of 2002.
      Pantheon is in material compliance with all provisions of the Sarbanes-Oxley
      Act
      of 2002 (the “Sarbanes-Oxley
      Act”)
      applicable to it as of the date hereof and as of the Closing. There has been
      no
      change in Pantheon’s accounting policies since inception except as described in
      the notes to the Pantheon Financial Statements. Each required form, report
      and
      document containing financial statements that has been filed with or submitted
      to the SEC since inception, was accompanied by the certifications required
      to be
      filed or submitted by Pantheon’s chief executive officer and chief financial
      officer pursuant to the Sarbanes-Oxley Act, and at the time of filing or
      submission of each such certification, such certification was true and accurate
      and materially complied with the Sarbanes-Oxley Act and the rules and
      regulations promulgated thereunder. Neither Pantheon, nor, to the Knowledge
      of
      Pantheon, any Representative of Pantheon, has received or otherwise had or
      obtained knowledge of any complaint, allegation, assertion or claim, whether
      written or oral, regarding the accounting or auditing practices, procedures,
      methodologies or methods of Pantheon or its internal accounting controls,
      including any complaint, allegation, assertion or claim that Pantheon has
      engaged in questionable accounting or auditing practices, except for (a) any
      complaint, allegation, assertion or claim as has been resolved without any
      resulting change to Pantheon’s accounting or auditing practices, procedures
      methodologies or methods of Pantheon or its internal accounting controls, and
      (b) questions regarding such matters raised and resolved in the ordinary course
      of business in connection with the preparation and review of Pantheon’s
      financial statements and periodic reports. To the Knowledge of Pantheon, no
      attorney representing Pantheon, whether or not employed by Pantheon, has
      reported evidence of a material violation of securities laws, breach of
      fiduciary duty or similar violation by Pantheon or any of its officers,
      directors, employees or agents to the Pantheon Board or any committee thereof
      or
      to any director or officer of Pantheon. To the Knowledge of Pantheon, no
      employee of Pantheon has provided or is providing information to any law
      enforcement agency regarding the commission or possible commission of any crime
      or the violation or possible violation of any applicable law.

     

    
      
        
        

      

      
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    Section
      9.15 Certain
      Registration Matters.
      Except
      as specified in Section 9.15 of the Pantheon Disclosure Schedule, and except
      for
      registration rights granted in connection with the Pantheon Public Offering,
      Pantheon has not granted or agreed to grant to any Person any rights (including
      “piggy-back” registration rights) to have any securities of Pantheon registered
      with the SEC or any other Governmental Authority that have not been
      satisfied.

     

    Section
      9.16 Broker’s
      and Finders’ Fees.
      Except
      as specified in Section 9.16 of the Pantheon Disclosure Schedule, Pantheon
      has
      not incurred, nor will it incur, directly or indirectly, any liability for
      brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
      any similar charges in connection with this Agreement or any
      Transaction.

     

    Section
      9.17 Minute
      Books.
      The
      minute books of Pantheon made available to the Target contain in all material
      respects a complete and accurate summary of all meetings of directors and
      stockholders or actions by written consent of Pantheon since inception and
      through the date of this Agreement, and reflect all transactions referred to
      in
      such minutes accurately in all material respects.

     

    Section
      9.18 [RESERVED].
      

     

    Section
      9.19 Board
      Approval.
      The
      Pantheon Board (including any required committee or subgroup of the Pantheon
      Board) has, as of the date of this Agreement, (i) adopted resolutions approving
      the Merger and setting forth the terms and conditions thereof, and declared
      the
      advisability of and approved this Agreement and the Transactions, (ii)
      determined that the Transactions are in the best interests of the stockholders
      of Pantheon, and (iii) determined that the fair market value of the Target
      is
      equal to at least 80% of Pantheon’s net assets.

     

    Section
      9.20 Over-the-Counter
      Bulletin Board Quotation.
      The
      Common Stock and Warrants are quoted on the OTCBB. There is no Action pending
      or, to the Knowledge of Pantheon, threatened against Pantheon by FINRA with
      respect to any intention by such entities to prohibit or terminate the quotation
      of such securities on the OTCBB. The Common Stock and Warrants are registered
      pursuant to Section 12(g) of the Exchange Act and Pantheon has taken no action
      designed to, or which is likely to have the effect of, terminating the
      registration of such securities under the Exchange Act nor has Pantheon received
      any notification that the SEC is contemplating terminating such
      registration.

     

    Section
      9.21 Trust
      Fund.
      Section
      9.21 of the Pantheon Disclosure Schedule sets forth as of June 30, 2008 the
      dollar amount (including an accrual for the earned but uncollected interest
      thereon) held in the trust account established in connection with Pantheon’s
      Public Offering for the benefit of its public shareholders (the “Trust
      Fund”)
      for
      use by Pantheon in connection with a business combination as set forth in the
      Pantheon Constituent Instruments. Section 9.21 of the Pantheon Disclosure
      Schedule sets forth as of June 30, 2008 the dollar amount of the Trust Fund
      that
      represents deferred underwriting commissions which will be paid to the
      underwriters of the Pantheon Public Offering at the Closing.

     

    
      
        
        

      

      
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    Section
      9.22 Transactions
      with Affiliates and Employees.
      Except
      as set forth in Section 9.22 of the Pantheon Disclosure Schedule, none of the
      officers or directors of Pantheon and, to the Knowledge of Pantheon, none of
      the
      employees of Pantheon is presently a party to any transaction with Pantheon
      that
      is required to be disclosed under Rule 404(a) of Regulation S-K (other than
      for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      Knowledge of Pantheon, any entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    Section
      9.23 Material
      Contracts.

     

    (a) Pantheon
      has made available to the Target, prior to the date of this Agreement, true,
      correct and complete copies of each material contract which would be considered
      a material contract pursuant to Item 601(b)(10) of Regulation S-K or pursuant
      to
      which Pantheon receives or pays amounts in excess of US$100,000 (each a
“Pantheon
      Material Contract”).
      A
      list of each such Pantheon Material Contract is set forth on Section 9.23 of
      the
      Pantheon Disclosure Schedule. As of the date of this Agreement, Pantheon is
      not
      in violation of or in default under (nor does there exist any condition which
      upon the passage of time, the giving of notice or both would cause such a
      violation of or default under) any Pantheon Material Contract to which it is
      a
      party or by which it or any of its properties or assets is bound, except for
      violations or defaults that would not, individually or in the aggregate,
      reasonably be expected to result in a Material Adverse Effect on Pantheon;
      and,
      to the Knowledge of Pantheon, as of the date of this Agreement, no other Person
      has violated or breached, or committed any default under, any Pantheon Material
      Contract, except for violations, breaches and defaults that, individually or
      in
      the aggregate, have not had and would not reasonably be expected to have a
      Material Adverse Effect on Pantheon.

     

    (b) Except
      as
      would not reasonably be expected to have a Material Adverse Effect on Pantheon,
      each Pantheon Material Contract is a legal, valid and binding agreement, and
      is
      in full force and effect, and (i) Pantheon is not in breach or default of any
      Pantheon Material Contract in any material respect; (ii) no event has occurred
      or circumstance has existed that (with or without notice or lapse of time),
      will
      or would reasonably be expected to, (A) contravene, conflict with or result
      in a
      violation or breach of, or become a default or event of default under, any
      provision of any Pantheon Material Contract; (B) permit Pantheon or any other
      Person the right to declare a default or exercise any remedy under, or to
      accelerate the maturity or performance of, or to cancel, terminate or modify
      any
      Pantheon Material Contract; or (iii) Pantheon has not received notice of the
      pending or threatened cancellation, revocation or termination of any Pantheon
      Material Contract to which it is a party. Since March 31, 2008, Pantheon has
      not
      received any notice or other communication regarding any actual or possible
      violation or breach of, or default under, any Pantheon Material Contract, except
      in each such case for defaults, acceleration rights, termination rights and
      other rights that have not had and would not reasonably be expected to have
      a
      Material Adverse Effect on Pantheon.

     

    
      
        
        

      

      
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    Section
      9.24 Taxes.

     

    (a) Pantheon
      has timely filed, or has caused to be timely filed on its behalf, all Tax
      Returns that are or were required to be filed by it, and all such Tax Returns
      are true, complete and accurate, except to the extent any failure to file or
      any
      inaccuracies in any filed Tax Returns, individually or in the aggregate, have
      not had and would not reasonably be expected to have a Material Adverse Effect
      on Pantheon. There are no unpaid Taxes claimed to be due by any Governmental
      Authority in charge of taxation of any jurisdiction, nor any claim for
      additional Taxes for any period for which Tax Returns have been filed, except
      to
      the extent that any failure to pay, individually or in the aggregate, has not
      had and would not reasonably be expected to have a Material Adverse Effect
      on
      Pantheon, and the officers of Pantheon know of no basis for any such
      claim.

     

    (b) Pantheon
      has not received any notice that any Governmental Authority will audit or
      examine (except for any general audits or examinations routinely performed
      by
      such Governmental Authorities), seek information with respect to, or make
      material claims or assessments with respect to any Taxes for any period.
      Pantheon has made available to the Target copies of all Tax Returns, examination
      reports, and statements of deficiencies filed by, assessed against or agreed
      to
      by Pantheon for and during fiscal years 2006 and 2007 (since
      inception).

     

    (c) The
      Pantheon Financial Statements reflect an adequate reserve for all Taxes payable
      by Pantheon (in addition to any reserve for deferred Taxes to reflect timing
      differences between book and Tax items) for all taxable periods and portions
      thereof through the date of such financial statements. Pantheon is neither
      a
      party to nor is it bound by any tax indemnity, tax sharing or similar agreement
      and Pantheon currently has no material liability and will not have any material
      liabilities for any Taxes of any other Person under any agreement or by the
      operation of any Law. No deficiency with respect to any Taxes has been proposed,
      asserted or assessed against Pantheon, and no requests for waivers of the time
      to assess any such Taxes are pending, except to the extent any such deficiency
      or request for waiver, individually or in the aggregate, has not had and would
      not reasonably be expected to have a Material Adverse Effect on
      Pantheon.

     

    Section
      9.25 Foreign
      Corrupt Practices.
      Neither
      Pantheon, nor, to Pantheon’s Knowledge, any Representative of Pantheon has, in
      the course of its actions for, or on behalf of, Pantheon (a) used any corporate
      funds for any unlawful contribution, gift, entertainment or other unlawful
      expenses relating to political activity; (b) made any direct or indirect
      unlawful payment to any foreign or domestic government official or employee
      from
      corporate funds; (c) violated or is in violation of any provision of the FCPA;
      or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback
      or
      other unlawful payment to any foreign or domestic government official or
      employee, except, in the case of clauses (a) and (b) above, any such items
      that,
      individually or in the aggregate, have not had and would not reasonably be
      expected to have a Material Adverse Effect on Pantheon.

     

    Section
      9.26 Money
      Laundering Laws.
      The
      operations of Pantheon are and have been conducted at all times in compliance
      with Money Laundering Laws and no proceeding involving Pantheon with respect
      to
      the Money Laundering Laws is pending or, to the Knowledge of the officers of
      Pantheon, is threatened.

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    Conduct
      Prior To The Closing

     

    Section
      10.1 Covenants
      of the Warrantors.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement or the Closing Date, the Warrantors agree
      that
      the Target and its Subsidiaries shall use commercially reasonable efforts to
      (except to the extent expressly contemplated by this Agreement or as consented
      to in writing by the Pantheon Parties), (i) carry on their businesses in the
      ordinary course in substantially the same manner as heretofore conducted, to
      pay
      debts and Taxes when due (subject to good faith disputes over such debts or
      Taxes), to pay or perform other obligations when due, and to use all reasonable
      efforts consistent with past practice and policies to preserve intact their
      present business organizations, and (ii) use their commercially reasonable
      efforts consistent with past practice to keep available the services of their
      present executive officers and directors and use their commercially reasonable
      efforts consistent with past practice to preserve their relationships with
      customers, suppliers, distributors, licensors, licensees, and others having
      business dealings with them, to the end that there shall not be a Material
      Adverse Effect in their ongoing businesses as of the Closing Date. The
      Warrantors agree to promptly notify Pantheon of any material event or occurrence
      not in the ordinary course of business that would have or reasonably be expected
      to have a Material Adverse Effect on the Target. Without limiting the generality
      of the foregoing, during the period from the date of this Agreement and
      continuing until the earlier of the termination of this Agreement or the Closing
      Date, except as otherwise expressly permitted by or provided for in this
      Agreement, none of the Warrantors shall do, allow, cause or permit any of the
      following actions to occur with respect to the Target without the prior written
      consent of Pantheon, which consent shall not be unreasonably delayed or
      withheld:

     

    (a) Charter
      Documents.
      Cause
      or permit any amendments to any of the Target Constituent Instruments or any
      other equivalent organizational documents, except for such amendments made
      pursuant to a Legal Requirement or as contemplated by this
      Agreement;

     

    (b) Dividends;
      Changes in Capital Stock.
      Declare
      or pay any dividends on or make any other distributions (whether in cash, stock
      or property) in respect of any of its capital stock, or split, combine or
      reclassify any of its capital stock or issue or authorize the issuance of any
      other securities in respect of, in lieu of or in substitution for shares of
      its
      capital stock;

     

    (c) Material
      Contracts.
      Enter
      into any new Material Contract, or violate, amend or otherwise modify or waive
      any of the terms of any existing Material Contract, other than (i) in the
      ordinary course of business consistent with past practice or (ii) upon prior
      written consent of Pantheon;

     

    (d) Issuance
      of Securities.
      Issue,
      deliver or sell or authorize or propose the issuance, delivery or sale of,
      or
      purchase or propose the purchase of, any shares of its capital stock or
      securities convertible into, or subscriptions, rights, warrants or options
      to
      acquire, or other agreements or commitments of any character obligating it
      to
      issue any such shares or other convertible securities;

     

    
      
        
        

      

      
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    (e) Intellectual
      Property.
      Transfer or license to any Person or entity any Intellectual Property Rights
      other than the license of non-exclusive rights to Intellectual Property Rights
      in the ordinary course of business consistent with past practice;

     

    (f) Dispositions.
      Sell,
      lease, license or otherwise dispose of or encumber any of its properties or
      assets which are material, individually or in the aggregate, to its business,
      taken as a whole, except in the ordinary course of business consistent with
      past
      practice;

     

    (g) Indebtedness.
      Except
      in its ordinary course of business, issue or sell any debt securities or
      guarantee any debt securities of others in excess of US$3,000,000 in the
      aggregate;

     

    (h) Payment
      of Obligations.
      Pay,
      discharge or satisfy in an amount in excess of US$3,000,000 in any one case,
      any
      claim, liability or obligation (absolute, accrued, asserted or unasserted,
      contingent or otherwise) arising other than (i) in the ordinary course of
      business, and (ii) the payment, discharge or satisfaction of liabilities
      reflected or reserved against in the Target Financial Statements, as
      applicable;

     

    (i) Capital
      Expenditures.
      Make
      any capital expenditures, capital additions or capital improvements except
      in
      the ordinary course of business and consistent with past practice that do not
      exceed US$3,000,000 individually or in the aggregate;

     

    (j) [RESERVED].
      

     

    (k) Employment.
      Except
      as required under the Legal Requirements or agreements or pursuant to plans
      or
      arrangements existing on the date hereof, (i) take any action with respect
      to,
      adopt, enter into, terminate or amend any employment, severance, retirement,
      retention, incentive or similar agreement, arrangement or benefit plan for
      the
      benefit or welfare of any current or former director, executive officer or
      any
      collective bargaining agreement, (ii) increase in any material respect the
      compensation or fringe benefits of, or pay any bonus to, any director, executive
      officer, (iii) materially amend or accelerate the payment, right to payment
      or
      vesting of any compensation or benefits, (iv) pay any material benefit not
      provided for as of the date of this Agreement under any benefit plan, or (v)
      grant any awards under any bonus, incentive, performance or other compensation
      plan or arrangement or benefit plan, including the grant of stock options,
      stock
      appreciation rights, stock based or stock related awards, performance units
      or
      restricted stock, or the removal of existing restrictions in any benefit plans
      or agreements or awards made thereunder;

     

    (l) No
      Solicitation.
      None of
      the Warrantors shall take (or authorize or permit any investment banker,
      financial advisor, attorney, accountant or other Person retained by or acting
      for or on behalf of Warrantors to take) directly or indirectly, any action
      to
      initiate, assist, solicit, negotiate, or encourage any offer, inquiry or
      proposal from any Person other than Pantheon: (i) relating to the
      acquisition of any capital stock or other voting securities of the Target or
      any
      of its Subsidiaries or any assets of the Target or any of its Subsidiaries
      other
      than sales of assets in the ordinary course of business (including any
      acquisition structured as a merger, consolidation, share exchange or other
      business combination) (an “Acquisition
      Proposal”);
      (ii) to reach any agreement or understanding (whether or not such agreement
      or understanding is absolute, revocable, contingent or conditional) for, or
      otherwise attempt to consummate, any Acquisition Proposal; (iii) to
      participate in discussions or negotiations with or to furnish or cause to be
      furnished any information with respect to Warrantors or afford access to the
      assets and properties or books and records of Warrantors to any Person (other
      than as contemplated by Section 11.1) who any of the Warrantors (or any
      such Person acting for or on their behalf) knows or has reason to believe is
      in
      the process of considering any Acquisition Proposal relating to the Target
      or
      any of its Subsidiaries; (iv) to participate in any discussions or negotiations
      regarding, furnish any material non-public information with respect to, assist
      or participate in, or facilitate in any other manner any effort or attempt
      by
      any Person to do or seek any of the foregoing, or (v) to take any other action
      that is inconsistent with the Transactions and that has the effect of avoiding
      the Closing contemplated hereby;

     

    
      
        
        

      

      
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    (m) Other
      Acquisition Proposals.
      The
      Warrantors will immediately cease any and all existing activities, discussions
      or negotiations with any parties conducted heretofore with respect to any of
      the
      actions set forth in Section 10.1(l) above, if applicable. The Warrantors will
      promptly (i) notify Pantheon if any of the Warrantors receives any proposal
      or inquiry or request for information in connection with an Acquisition
      Proposal, and (ii) notify Pantheon of the significant terms and conditions
      of any such Acquisition Proposal including the identity of the party making
      an
      Acquisition Proposal;

     

    (n) Facility.
      Open or
      close any facility or office except in the ordinary course of
      business;

     

    (o) Litigation.
      Initiate, compromise or settle any material litigation or arbitration
      proceedings; and

     

    (p) Other.
      Agree
      in writing or otherwise to take any of the actions described in Sections 10.1(a)
      through (o) above.

     

    Section
      10.2 Covenants
      of Pantheon.
      From
      the date hereof until the earlier of the termination of this Agreement or the
      Closing Date, Pantheon agrees that Pantheon shall use commercially reasonable
      efforts, and cause Pantheon Arizona to use commercially reasonable efforts,
      to
      (except to the extent expressly contemplated by this Agreement or as consented
      to in writing by the Target), (i) carry on its business in the ordinary course
      in substantially the same manner as heretofore conducted, to pay debts and
      Taxes
      when due (subject to good faith disputes over such debts or taxes), to pay
      or
      perform other obligations when due, and to use all reasonable efforts consistent
      with past practice and policies to preserve intact its present business
      organizations and (ii) use its commercially reasonable efforts consistent with
      past practice to keep available the services of its present officers, directors
      and employees and use its commercially reasonable efforts consistent with past
      practice to preserve its relationships with customers, suppliers, distributors,
      licensors, licensees, and others having business dealings with it, to the end
      that there shall not be a Material Adverse Effect in its ongoing business as
      of
      the Closing Date. Pantheon agrees to promptly notify the Target of any material
      event or occurrence not in the ordinary course of its business and of any event
      that would have a Material Adverse Effect on any of the Pantheon Parties.
      Without limiting the generality of the forgoing, during the period from the
      date
      of this Agreement and continuing until the earlier of the termination of this
      Agreement or the Closing Date, except as listed on Section 10.2 of the Pantheon
      Disclosure Schedule or as otherwise expressly permitted by or provided for
      in
      this Agreement, the Pantheon Parties shall not do, allow, cause or permit any
      of
      the following actions to occur without the prior written consent of the Target,
      which consent shall not be unreasonably delayed or withheld:

     

    
      
        
        

      

      
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    (a) Charter
      Documents.
      Cause
      or permit any amendments in any of their constituent instruments except for
      such
      amendments required by any Legal Requirement or the rules and regulations of
      the
      SEC or OTCBB or as are contemplated by this Agreement (or such other applicable
      national securities exchange);

     

    (b) Accounting
      Policies and Procedures.
      Change
      any method of accounting or accounting principles or practices by Pantheon,
      except for any such change made pursuant to a Legal Requirement or by a change
      in U.S. GAAP;

     

    (c) SEC
      Reports.
      Fail to
      timely file or furnish to or with the SEC all reports, schedules, forms,
      statements and other documents required to be filed or furnished (except those
      filings by affiliates of Pantheon required under Section 13(d) or 16(a) of
      the
      Exchange Act provided their failure to file such documents does not have a
      Material Adverse Effect on Pantheon or the ability of Pantheon to consummate
      the
      Transactions);

     

    (d) Dividends;
      Changes in Capital Stock.
      Declare
      or pay any dividends on or make any other distributions (whether in cash, stock
      or property) in respect of any of its capital stock, or split, combine or
      reclassify any of its capital stock or issue or authorize the issuance of any
      other securities in respect of, in lieu of or in substitution for shares of
      its
      capital stock, or repurchase or otherwise acquire, directly or indirectly,
      any
      shares of its capital stock;

     

    (e) Dispositions.
      Sell,
      lease, license or otherwise dispose of or encumber any of its properties or
      assets;

     

    (f) Material
      Contracts.
      Enter
      into any new Pantheon Material Contract, or violate, amend or otherwise modify
      or waive any of the terms of any existing Pantheon Material Contract, other
      than
      (i) contracts involving the payment or receipt by Pantheon of no more than
      US$100,000, individually, or in the aggregate, that, in Pantheon’s reasonable
      judgment, are necessary for the completion of the Transactions; or (ii) upon
      prior consultation with, and prior written consent (which shall not be
      unreasonably delayed or withheld) of the Warrantors;

     

    (g) Issuance
      of Securities.
      Issue,
      deliver or sell or authorize or propose the issuance, delivery or sale of,
      or
      purchase or propose the purchase of, any shares of its capital stock or
      securities convertible into, or subscriptions, rights, warrants or options
      to
      acquire, or other agreements or commitments of any character obligating it
      to
      issue any such shares or other convertible securities;

     

    
      
        
        

      

      
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    (h) Indebtedness.
      Issue
      or sell any debt securities or guarantee any debt securities of
      others;

     

    (i) Payment
      of Obligations.
      Pay,
      discharge or satisfy in an amount in excess of US$100,000 in any one case,
      any
      claim, liability or obligation (absolute, accrued, asserted or unasserted,
      contingent or otherwise) arising other than (i) in the ordinary course of
      business, and (ii) the payment, discharge or satisfaction of liabilities
      reflected or reserved against in the Pantheon Financial Statements, as
      applicable;

     

    (j) Capital
      Expenditures.
      Make
      any capital expenditures, capital additions or capital
      improvements;

     

    (k) Acquisitions.
      Acquire
      by merging or consolidating with, or by purchasing a substantial portion of
      the
      assets of, or by any other manner, any business or any corporation, partnership,
      association or other business organization or division thereof, or otherwise
      acquire any assets which are material, individually or in the aggregate, to
      its
      business, taken as a whole, or acquire any equity securities of any corporation,
      partnership, association or business organization;

     

    (l) [RESERVED].

     

    (m) Litigation.
      Initiate, compromise or settle any material litigation or arbitration
      proceedings; and

     

    (n) Other.
      Agree
      in writing or otherwise to take any of the actions described in Sections 10.2(a)
      through (m) above.

     

    ARTICLE
      XI

     

    Additional
      Covenants of the Warrantors

     

    Section
      11.1 Access
      to Information.
      Except
      as required pursuant to any confidentiality agreement or similar agreement
      or
      arrangement to which any Warrantor is subject, between the date of this
      Agreement and the Closing Date, subject to Pantheon’s undertaking to use its
      commercially reasonable efforts to keep confidential and protect the Trade
      Secrets of the Target and its Subsidiaries against any disclosure, the Target
      and its Subsidiaries shall permit, upon reasonable request, Pantheon and
      its Representatives access at dates and times agreed upon by the applicable
      entity and Pantheon, to all of the books and records of the Target and its
      Subsidiaries which the Pantheon Parties determine are necessary for the
      preparation and amendment of the Proxy Statement/Prospectus and such other
      filings or submissions in accordance with SEC rules and regulations as are
      necessary to consummate the Transactions and as are necessary to respond to
      requests of the SEC staff, Pantheon’s accountants and relevant Governmental
      Authorities; provided,
      however, that
      the
      Pantheon Parties may make a disclosure otherwise prohibited by this Section
      11.1
      if required by applicable law or regulation or regulatory, administrative or
      legal process (including, without limitation, by oral questions,
      interrogatories, requests for information, subpoena of documents, civil
      investigative demand or similar process) or the rules and regulations of the
      SEC
      or any stock exchange having jurisdiction over Pantheon Parties.

     

    
      
        
        

      

      
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    Section
      11.2 Interim
      Financial Information.
      The
      Warrantors shall use their commercially reasonable efforts to deliver no later
      than December 31, 2008 to Pantheon the unaudited consolidated balance sheets
      as
      of June 30, 2008 and the related consolidated statements of income and
      statements of cash flows of the Target for the period then ended (the
“Target
      Interim Financial Statements”).
      The
      Target Interim Financial Statements for the quarter ended June 30, 2008,
      including the notes thereto, will be prepared in accordance with U.S. GAAP
      applied on a consistent basis throughout the periods involved (except as may
      be
      otherwise specified in the notes thereto). The Target Interim Financial
      Statements for the quarter ended June 30, 2008 will fairly present in all
      material respects the consolidated financial condition and operating results,
      change in stockholders’ equity and cash flow of the Target, as of the dates, and
      for the periods, indicated therein, subject to the normal, recurring year-end
      adjustments.

     

    Section
      11.3 Insurance.
      Through
      the Closing Date, the Warrantors shall cause the Target and its Subsidiaries
      to
      maintain insurance policies providing insurance coverage for the businesses
      in
      which the Target and its Subsidiaries are engaged and the assets and properties
      of the Target and its Subsidiaries of the kinds, in the amounts and against
      the
      risks as are commercially reasonable for such businesses and risks covered
      and
      for the geographic areas where the Target and its Subsidiaries engage in such
      businesses.

     

    Section
      11.4 Fulfillment
      of Conditions.
      The
      Warrantors shall use their commercially reasonable efforts to fulfill the
      conditions specified in Article XIV to the extent that the fulfillment of such
      conditions is within their control. The foregoing obligation includes (a)
      executing and delivering documents necessary or desirable to consummate the
      Transactions contemplated hereby, (b) engaging in a road show, at mutually
      agreed times and places, to seek the approval of the Transactions, and
      (c) taking or refraining from such actions as may be necessary to fulfill
      such conditions (including using their commercially reasonable efforts to
      conduct their respective businesses in such manner that on the Closing Date
      the
      representations and warranties of the each of the Warrantors contained herein
      shall be accurate as though then made, except as contemplated by the terms
      hereof).

     

    Section
      11.5 Disclosure
      of Certain Matters.
      From
      the date hereof through the Closing Date, each of the Warrantors shall give
      Pantheon prompt written notice of any event or development that occurs that
      (a)
      is of a nature that, individually or in the aggregate, would have or reasonably
      be expected to have a Material Adverse Effect on the Target, or (b) would
      require any amendment or supplement to the Proxy
      Statement/Prospectus.

     

    Section
      11.6 Regulatory
      and Other Authorizations; Notices and Consents.

     

    (a) The
      Warrantors shall use their commercially reasonable efforts to obtain all
      material Consents that may be or become necessary for their execution and
      delivery of, and the performance of their obligations pursuant to, this
      Agreement and the Transaction Documents and will cooperate with Pantheon in
      promptly seeking to obtain all such authorizations, consents, orders and
      approvals.

     

    
      
        
        

      

      
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    (b) Each
      Warrantor shall give promptly such notices to third parties and use its
      commercially reasonable efforts to obtain such third party consents and estoppel
      certificates as are required to consummate the Transactions.

     

    (c) Each
      of
      the Warrantors shall cooperate and use commercially reasonable efforts to assist
      the other in giving such notices and obtaining such consents and estoppel
      certificates as are required to consummate the Transactions; provided,
      however,
      that
      such Warrantor shall have no obligation to give any guarantee or other
      consideration of any nature in connection with the seeking of such Consent
      or to
      consent to any change in the terms of any agreement or arrangement which such
      Warrantor in its reasonable discretion may deem adverse to the interests of
      Pantheon, Warrantors or the business of the Target.

     

    (d) The
      Warrantors shall use their commercially reasonable efforts to obtain, prior
      to
      the date of the mailing of the proxy statement relating to the Pantheon
      Stockholders Meeting, (i) all necessary approvals from GM’s shareholders
      for the Transactions contemplated under this Agreement in accordance with the
      HKSE Listing Rules; (ii) all necessary approvals from HKSE for GM’s
      spin-off proposal in relation to the Transactions contemplated by this Agreement
      in accordance with the HKSE Listing Rules; (iii) all necessary approvals in
      order to terminate the CSC Option Scheme; and (iv) all necessary approvals
      in
      order to implement the provisions of Section 5.2.

     

    Section
      11.7 Related
      Taxes.
      From
      the date hereof through the Closing Date, each of the Target and its
      Subsidiaries, consistent with past practice, shall (i) duly and timely file
      all
      Tax Returns and other documents required to be filed by it with applicable
      Governmental Authorities subject to extensions permitted by law and properly
      granted by the appropriate authority; provided,
      that the
      Target shall promptly notify Pantheon that any of the Target and its
      Subsidiaries is availing itself of such extensions, and (ii) pay all Taxes
      shown
      as due on such Tax Returns.

     

    Section
      11.8 Proxy
      Statement/Prospectus.
      Each of
      the Warrantors shall use commercially reasonable efforts to provide promptly
      to
      Pantheon such information concerning the business affairs and consolidated
      financial statements of the Target as may reasonably be required for inclusion
      in the Proxy Statement/Prospectus (except that the Warrantors shall only be
      required to provide three (3) years of selected consolidated financial data
      of
      the Target in connection with the Proxy Statement/Prospectus, or in any
      amendments or supplements thereto), shall direct that its counsel cooperate
      with
      Pantheon’s counsel in the preparation of the Proxy Statement/Prospectus and
      shall request the cooperation of Pantheon’s auditors in the preparation of the
      Proxy Statement/Prospectus. None of the information supplied or to be supplied
      by or on behalf of the Warrantors for inclusion or incorporate by reference
      in
      the Proxy Statement/Prospectus will, at the time the Proxy Statement/Prospectus
      is filed with the SEC or at the time it becomes effective under the Securities
      Act, contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they are made,
      not
      misleading. If any information provided by the Warrantors is discovered or
      any
      event occurs with respect to any of the Warrantors, or any change occurs with
      respect to the other information provided by the Warrantors included in the
      Proxy Statement/Prospectus which is required to be described in an amendment
      of,
      or a supplement to, the Proxy Statement/Prospectus so that such document does
      not include any misstatement of a material fact or omit to state any material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading, the Warrantors shall notify Pantheon
      promptly of such event.

     

    
      
        
        

      

      
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    Section
      11.9 Covenant
      not to Sue.
      In
      consideration of Pantheon’s entry into this Agreement, each of the Warrantors
      and the Selling Shareholders waives all right, title, interest or claim of
      any
      kind against the Trust Fund that any of the Warrantors or the Selling
      Shareholders may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with Pantheon, and will not seek recourse
      against the Trust Fund.

     

    Section
      11.10 Closing
      Date.
      The
      Warrantors acknowledge that pursuant to the Pantheon Constituent Instruments
      Pantheon must consummate the Transactions contemplated by this Agreement no
      later than December 14, 2008 and, at the request of Pantheon, shall use their
      commercially reasonable efforts to assist Pantheon in seeking a required
      amendment to the Pantheon Constituent Instruments in order to consummate the
      Transactions contemplated by this Agreement.

     

    Section
      11.11 Share
      Purchases Prior to Closing Date.
      To the
      extent necessary, practicable and permitted under the applicable Laws, GM shall
      purchase, or procure the purchase of, shares of Common Stock in the open market
      or in privately negotiated transactions for the purpose of assisting in the
      successful outcome of the Pantheon Stockholders Meeting referred to in Section
      12.1 below; provided that such purchases shall not commence until the receipt
      by
      GM of all the required approvals for the Transactions contemplated under this
      Agreement (including approval by the shareholders of GM).

     

    ARTICLE
      XII

     

    Additional
      Covenants of Pantheon

     

    Section
      12.1 Proxy
      Statement/Prospectus Filing, SEC Filings and Special Meeting.
      

     

    (a) Pantheon
      shall cause a meeting of its stockholders (the “Pantheon Stockholders
      Meeting”)
      to be
      duly called and held as soon as reasonably practicable for the purpose of voting
      on the adoption and approval of, among others, this Agreement and the
      Transactions contemplated thereby. The board of directors of Pantheon shall
      recommend to its stockholders that they vote in favor of the adoption of such
      matters. In connection with the Pantheon Stockholders Meeting, Pantheon
      (a) shall use commercially reasonable efforts to file with the SEC as
      promptly as practicable the Proxy Statement/Prospectus, (b) upon receipt of
      approval from the SEC, will mail to its stockholders the Proxy
      Statement/Prospectus and other proxy materials, (c) will use commercially
      reasonable efforts to obtain the necessary approvals by its stockholders of
      this
      Agreement and the Transactions contemplated hereby, and (d) will otherwise
      comply with all Legal Requirements applicable to the Pantheon Stockholders
      Meeting.

     

    (b) Pantheon
      shall timely provide to the Target all correspondence received from and to
      be
      sent to the SEC and shall not file any amendment to the filings with the SEC
      without (i) providing the Target the opportunity to review and comment on any
      responses to the SEC and (ii) the prior consent of the Target, which consent
      shall not be unreasonably delayed or withheld. In addition, Pantheon shall
      use
      commercially reasonable efforts to cause the SEC to permit the Target and/or
      its
      counsel to participate in the SEC conversations on issues related to Pantheon’s
      SEC filings together with Pantheon’s counsel.

     

    
      
        
        

      

      
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    Section
      12.2 Fulfillment
      of Conditions.
      From
      the date hereof to the Closing Date, Pantheon shall use its commercially
      reasonable efforts to fulfill the conditions specified in Article XIV. The
      foregoing obligation includes, without limitation, (a) executing and delivering
      documents necessary or desirable to consummate the Transactions, (b) engaging
      in
      a road show, at mutually agreed to times and places, to seek the approval of
      the
      Transactions, and (c) taking or refraining from such actions as may be necessary
      to fulfill such conditions (including using its commercially reasonable efforts
      to conduct the business of Pantheon in such manner that on the Closing Date
      the
      representations and warranties of Pantheon contained herein shall be accurate
      as
      though then made).

     

    Section
      12.3 Disclosure
      of Certain Matters.
      From
      the date hereof through the Closing Date, Pantheon shall give the Warrantors
      prompt written notice of any event or development that occurs that (a) is of
      a
      nature that, individually or in the aggregate, would have or reasonably be
      expected to have a Material Adverse Effect on Pantheon, or (b) would
      require any amendment or supplement to the Proxy
      Statement/Prospectus.

     

    Section
      12.4 Regulatory
      and Other Authorizations; Notices and Consents.
      Pantheon shall use its commercially reasonable efforts to obtain all
      authorizations, consents, orders and approvals of all Governmental Authorities
      and officials that may be or become necessary for its execution and delivery
      of,
      and the performance of its obligations pursuant to, this Agreement and the
      Transaction Documents to which it is a party and shall cooperate fully with
      the
      Target in promptly seeking to obtain all such authorizations, consents, orders
      and approvals (and in such regard use commercially reasonable efforts to cause
      the relevant Government Authorities to permit the Target and/or its counsel
      to
      participate in the conversation and correspondence with such Government
      Authorities together with Pantheon’s counsel). Without limiting the foregoing,
      Pantheon shall use its commercially reasonable efforts to deliver to GM its
      audited consolidated financial statements (collectively, the “Pantheon
      IFRS Financial Statements”)
      for
      inclusion in a shareholders circular to be dispatched by GM in respect of the
      special shareholders meeting for the purpose of voting on the approval of,
      among
      others, the Transactions contemplated under this Agreement. The Pantheon IFRS
      Financial Statements shall (a) be accompanied by an unqualified opinion of
      an
      independent public accounting firm reasonably acceptable to GM and qualified
      to
      practice before the HKSE and (b) comply as to form in all material respects
      with
      applicable accounting requirements and the HKSE Listing Rules. The Pantheon
      IFRS
      Financial Statements shall not contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading.

     

    Section
      12.5 Exclusivity;
      No Other Negotiations.

     

    (a) Pantheon
      shall not take (or authorize or permit any investment banker, financial advisor,
      attorney, accountant or other Person retained by or acting for or on behalf
      of
      Pantheon to take) directly or indirectly, any action to initiate, assist,
      solicit, negotiate, or encourage any offer, inquiry or proposal from any Person:
      (i) relating to the acquisition by Pantheon of that Person (regardless of
      the structure of any such acquisitions) or any affiliate of that Person, or
      (ii)
      take any other action that is inconsistent with the Transactions and that has
      the effect of avoiding the Closing contemplated hereby.

     

    
      
        
        

      

      
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    (b) Pantheon
      shall immediately cease any and all existing activities, discussions or
      negotiations with any parties conducted heretofore with respect to any of the
      actions set forth in Section 12.5(a) above, if applicable. Pantheon shall
      promptly (i) notify the Warrantors if Pantheon receives any such proposal
      or inquiry or request for information in connection with such proposal and
      (ii) notify the Warrantors of the significant terms and conditions of any
      such proposal including the identity of the party making the
      proposal.

     

    Section
      12.6 Related
      Taxes.
      From
      the date hereof through the Closing Date, Pantheon, consistent with past
      practice, shall (i) duly and timely file all Tax Returns and other
      documents required to be filed by it with applicable Governmental Authorities,
      the failure to file of which could have a Material Adverse Effect on Pantheon,
      subject to extensions permitted by law and properly granted by the appropriate
      authority; provided,
      that
      Pantheon promptly notifies the Target that Pantheon is availing itself of such
      extensions, and (ii) pay all Taxes shown as due on such Tax
      Returns.

     

    Section
      12.7 Valid
      Issuance of Pantheon Cayman Shares.
      Pantheon shall ensure that the authorized share capital of Pantheon Cayman
      be
      sufficient to enable Pantheon Cayman to issue the Pantheon Cayman Shares to
      the
      Selling Shareholders pursuant to the Share Exchange and to meet its obligations
      under the CSC Employee Options and the Pantheon Cayman Stock Rights issued
      and
      outstanding as of such time. At the Closing, the Pantheon Cayman Shares to
      be
      issued to the Selling Shareholders hereunder will be duly authorized, validly
      issued, fully paid and nonassessable and, when issued and delivered in
      accordance with the terms hereof for the consideration provided for herein,
      will
      be validly issued and will constitute a valid, binding and enforceable
      obligation of Pantheon Cayman in accordance with their terms and will have
      been
      issued in compliance with all applicable federal and state securities
      laws.

     

    ARTICLE
      XIII

     

    Additional
      Agreements and Covenants

     

    Section
      13.1 Disclosure
      Schedules.
      Each of
      the Parties shall, as of the Closing Date, have the obligation to supplement
      or
      amend its respective Disclosure Schedules being delivered concurrently with
      the
      execution of this Agreement and annexes and exhibits hereto with respect to
      any
      matter hereafter arising or discovered which resulted in, or could reasonably
      be
      expected to result in a Material Adverse Effect on such Party. The obligations
      of the Parties to amend or supplement their respective Disclosure Schedules
      being delivered herewith shall terminate on the Closing Date. Notwithstanding
      any such amendment or supplementation, the representations and warranties of
      the
      Parties shall be made with reference to the Disclosure Schedules as they exist
      at the time of execution of this Agreement.

     

    
      
        
        

      

      
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    Section
      13.2 Confidentiality.
      Between
      the date hereof and the Closing Date, each of Pantheon and the Warrantors shall
      hold and shall cause its Representatives to hold in strict confidence, unless
      compelled to disclose by judicial or administrative process or by other
      requirements of law or by the rules and regulations of, or pursuant to any
      agreement, rules or regulations of, the relevant stock exchange or trading
      system, all documents and information concerning the other Party furnished
      to it
      by such other Party or its Representatives in connection with the Transactions,
      except to the extent that such information can be shown to have been
      (a) previously known by the Party to which it was furnished, (b) in
      the public domain through no fault of such Party, or (c) later lawfully
      acquired by the Party to which it was furnished from other sources, which source
      is not a Representative of the other Party, and each Party shall not release
      or
      disclose such information to any other Person, except its Representatives in
      connection with this Agreement. Each Party shall be deemed to have satisfied
      its
      obligations to hold confidential information concerning or supplied by the
      other
      Party in connection with the Transactions, if it exercises the same care as
      it
      takes to preserve confidentiality for its own similar information. For the
      avoidance of doubt, any disclosure of information required to be included by
      Pantheon or the Warrantors in their respective filings with the SEC as required
      by the applicable laws will not be a violation of this Section
      13.2.

     

    Section
      13.3 Public
      Announcements.
      From
      the date of this Agreement until the Closing or termination of this Agreement,
      Pantheon and each of the Warrantors shall cooperate in good faith to jointly
      prepare all press releases and public announcements pertaining to this Agreement
      and the Transactions governed by it, and none of the foregoing shall issue
      or
      otherwise make any public announcement or communication pertaining to this
      Agreement or the Transactions without the prior consent of Pantheon (in the
      case
      of Warrantors) or any Warrantors (in the case of Pantheon), except as required
      by Law or by the rules and regulations of, or pursuant to any agreement, rules
      or regulations of, the relevant stock exchange or trading system. Each Party
      will not unreasonably withhold approval from the others with respect to any
      press release or public announcement. If any Party determines with the advice
      of
      counsel that it is required to make this Agreement and the terms of the
      Transactions public or otherwise issue a press release or make public disclosure
      with respect thereto, it shall, at a reasonable time before making any public
      disclosure, consult with the other Parties regarding such disclosure, seek
      such
      confidential treatment for such terms or portions of this Agreement or the
      transaction as may be reasonably requested by the other Parties and disclose
      only such information as is legally compelled to be disclosed. This provision
      will not apply to communications by any Party to its counsel, accountants and
      other professional advisors.

     

    Section
      13.4 Organization
      Documents Amendments; Board Composition.

     

    (a) Effective
      the Closing Date, Pantheon Cayman shall amend its Organization Documents to:
      (i)
      increase its authorized share capital to 1,000,000,000 shares of Common Stock;
      (ii) change its name as described in the preamble to this Agreement; and (iii)
      change the size of its board of directors to between five (5) and seven (7)
      members.

     

    (b) Effective
      the Closing Date, the current directors of Pantheon shall appoint (i) Albert
      Chen and Ting Zheng to serve as executive directors of Pantheon Cayman (ii)
      Mark
      Chen to serve as a non-executive director of Pantheon Cayman and (iii) certain
      other persons to be selected and nominated by the Target such that a majority
      of
      the Combined Board will consist of independent directors, of which one shall
      have U.S. GAAP experience. Simultaneously therewith, all other current directors
      of Pantheon shall resign as directors of the Pantheon Board.

     

    
      
        
        

      

      
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    (c) Effective
      the Closing Date or as soon as practicable thereafter, Pantheon Cayman shall
      adopt an employee stock option plan with terms and conditions substantially
      similar to the terms and conditions of the CSC Option Scheme (the “Pantheon Cayman
      Option Scheme”).

     

    Section
      13.5 Fees
      and Expenses.
      Except
      as expressly provided in Article XVI, in the event that there is no Closing
      of
      the Transactions contemplated by this Agreement, all fees and expenses incurred
      in connection with this Agreement shall be paid by the Party incurring such
      fees
      or expenses.

     

    Section
      13.6 Director
      and Officer Insurance.
      As soon
      as practicable, Pantheon shall arrange with a reputable insurance company a
      tail
      liability insurance policy covering Persons who are currently covered by
      Pantheon’s directors and officers liability insurance policy (the “Tail
      Policy”)
      for
      subscription by Pantheon Cayman at Closing, to the extent that, in the opinion
      of Pantheon, the Tail Policy will serve the commercial needs of Pantheon
      Cayman.

     

    ARTICLE
      XIV

     

    Conditions
      to Closing

     

    Section
      14.1 Warrantors
      Conditions Precedent.
      The
      obligations of the Warrantors and Selling Shareholders to enter into and
      complete the Closing are subject, at the option of the Target, to the
      fulfillment on or prior to the Closing Date of the following conditions by
      Pantheon, any one or more of which may be waived by the Target in
      writing:

     

    (a) Representations
      and Covenants.
      The
      representations and warranties of the Pantheon Parties contained in this
      Agreement shall be true on and as of the Closing Date, except where the failure
      of such representations or warranties to be so true and correct, individually
      or
      in the aggregate, has not had or would not reasonably be expected to have a
      Material Adverse Effect on the Pantheon Parties and each of the Pantheon Parties
      shall have performed and complied in all material respects with all covenants
      and agreements required by this Agreement to be performed or complied with
      by
      each of them on or prior to the Closing Date, and the Pantheon Parties shall
      have delivered to the Target a certificate, dated the Closing Date, to the
      foregoing effect.

     

    (b) Litigation.
      No
      action, suit or proceeding (i) shall have been instituted before any court
      or
      governmental or regulatory body or instituted by any Governmental Authorities
      to
      restrain, modify or prevent the carrying out of the Transactions, or to seek
      damages or a discovery order in connection with the Transactions, or (ii) has
      or
      may have, in the reasonable opinion of the Target, a Material Adverse Effect
      on
      Pantheon.

     

    
      
        
        

      

      
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    (c) No
      Material Adverse Change.
      There
      shall not have been any occurrence, event, incident, action, failure to act,
      or
      transaction since December 31, 2007 which has had or is reasonably likely to
      cause a Material Adverse Effect on Pantheon.

     

    (d) Filing
      of Proxy Statement/Prospectus.
      Pantheon shall have filed the definitive Proxy Statement with the SEC and mailed
      it to Pantheon’s stockholders.

     

    (e) Approval
      by Pantheon Board.
      The
      Merger shall have been approved by the Pantheon Board in accordance with Section
      253 of the DGCL and the board of directors shall have approved the terms and
      conditions of the Merger.

     

    (f) Approval
      by Pantheon’s Stockholders.
      The
      Merger and the Conversion shall have been approved by a majority of the issued
      and outstanding Common Stock, voting as a group, in accordance with Section
      253
      of the DGCL and other applicable laws, and this Agreement and the Share Exchange
      shall have been approved by the affirmative vote of the holders of a majority
      of
      the shares of Common Stock sold in Pantheon’s initial public offering voted at
      the meeting in accordance with Pantheon Constituent Instruments, and the
      aggregate number of shares of Common Stock held by public stockholders of
      Pantheon who exercise their redemption rights with respect to their Common
      Stock
      in accordance with the Pantheon Constituent Instruments shall not constitute
      twenty percent (20%) or more of the Common Stock sold in the Pantheon Public
      Offering.

     

    (g) Notice
      to Trustee.
      Pantheon shall have, prior to the Closing, delivered to the trustee of the
      Trust
      Fund instructions to disburse on the Closing Date the monies in the Trust Fund
      in accordance with the documents governing the Trust Fund.

     

    (h) Resignations.
      Effective as of the Closing, the directors and officers of Pantheon who are
      not
      continuing directors and the officers of Pantheon Cayman shall have resigned
      and
      the copies of the resignation letters of such directors and officers shall
      have
      been delivered to Pantheon Cayman, stating, among others, that they shall have
      no claim for employment compensation in any form from Pantheon except for any
      reimbursement of outstanding expenses existing as of the date of such
      resignation.

     

    (i) SEC
      Reports.
      Each of
      Pantheon, Pantheon Arizona or Pantheon Cayman, as appropriate, shall have filed
      all reports and other documents required to be filed by it under the U.S.
      federal securities laws through the Closing Date.

     

    (j) OTCBB
      Quotation.
      Each of
      Pantheon, Pantheon Arizona or Pantheon Cayman, as appropriate, shall have
      maintained its status as a company whose common stock or ordinary shares, as
      the
      case may be, and warrants are quoted on the OTCBB and no reason shall exist
      as
      to why such status shall not continue immediately following the
      Closing.

     

    (k) Secretary’s
      Certificate.
      The
      Target shall have received a certificate from Pantheon, signed by its Secretary,
      certifying that the attached copies of the Pantheon Constituent Instruments
      and
      resolutions of the Pantheon Board approving the Agreement and the Transactions
      are all true, complete and correct and remain in full force and
      effect.

     

    
      
        
        

      

      
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    (l) Deliveries.
      The
      other deliveries required to be made by the Pantheon Parties in Article VI
      shall
      have been made by such parties.

     

    (m) Governmental
      Approvals.
      Each of
      Warrantors shall have timely obtained from each Governmental Authority all
      approvals, waivers and consents, if any, necessary for consummation of or in
      connection with this Agreement and the Transactions contemplated hereby,
      including such approvals, waivers and consents as may be required under the
      Cayman Islands Law and PRC Laws.

     

    (n) Transaction
      Documents.
      The
      Transaction Documents shall have been executed and delivered by the Pantheon
      Parties.

     

    (o) Merger
      and Conversion Documents.
      The
      following documents shall have been executed and delivered by the Pantheon
      Parties: (i) Certificate of Merger to be filed in accordance with the DGCL
      as of
      the Merger Effective Time; (ii) Articles of Merger to be filed in accordance
      with the ARS as of the Merger Effective Time; (iii) documents required for
      the
      transfer of domicile of Pantheon Arizona pursuant to the ARS; and (iv) documents
      required for the issuance of a certificate of registration by way of
      continuation pursuant to the Cayman Companies Law.

     

    (p) Completion
      of the Merger and Conversion.
      Each of
      the Merger and Conversion shall have been completed.

     

    (q) Opinions.
      The
      Warrantors shall have received legal opinions of the Pantheon Parties’ legal
      counsel in Delaware, Arizona and Cayman Islands which opinions shall be in
      form
      and substance reasonably satisfactory to the Warrantors.

     

    (r) Certificate
      of Good Standing.
      The
      Warrantors shall have received a certificate of good standing under the
      applicable Law of each of the Pantheon Parties.

     

    (s) Injunctions
      or Restraints on Conduct of Business.
      No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint provision limiting or restricting any Pantheon Party’s conduct or
      operation of the business of the Pantheon Parties following the Share Exchange
      shall be in effect, nor shall any proceeding brought by an administrative agency
      or commission or other Governmental Authority, domestic or foreign, seeking
      the
      foregoing be pending.

     

    (t) SEC
      Actions.
      No
      formal or informal SEC investigation or proceeding shall have been initiated
      by
      the SEC against any of the Pantheon Parties or any of their officers or
      directors.

     

    (u) Approval
      by GM’s Shareholders.
      All
      necessary approvals for (i) the Transactions contemplated under this Agreement
      shall have been obtained from GM’s shareholders in accordance with the HKSE
      Listing Rules; (ii) GM’s spin-off proposal in relation to the transactions
      contemplated under this Agreement shall have been approved by HKSE pursuant
      to
      the HKSE Listing Rules; (iii) the termination of the CSC Option Scheme shall
      have been obtained; and (iv) implementing the provisions of Section 5.2 shall
      have been obtained.

     

    
      
        
        

      

      
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    Section
      14.2 Pantheon
      Conditions Precedent.
      The
      obligations of Pantheon to enter into and complete the Closing are subject,
      at
      the option of Pantheon, to the fulfillment on or prior to the Closing Date
      of
      the following conditions by each of the Warrantors, any one or more of which
      may
      be waived by Pantheon in writing:

     

    (a) Representations
      and Covenants.
      The
      representations and warranties of the Warrantors contained in this Agreement
      shall be true on and as of the Closing Date, except where the failure of such
      representations or warranties to be so true and correct, individually or in
      the
      aggregate, has not had or would not reasonably be expected to have a Material
      Adverse Effect on the Warrantors and each of the Warrantors shall have performed
      and complied in all material respects with all covenants and agreements required
      by this Agreement to be performed or complied with by each of them on or prior
      to the Closing Date, and the Warrantors shall have delivered to Pantheon a
      certificate, dated the Closing Date, to the foregoing effect.

     

    (b) Litigation.
      No
      action, suit or proceeding (i) shall have been instituted before any court
      or
      governmental or regulatory body or instituted by any Governmental Authorities
      to
      restrain, modify or prevent the carrying out of the Transactions, or to seek
      damages or a discovery order in connection with such Transactions, or (ii)
      has
      or may have, in the reasonable opinion of Pantheon, a Material Adverse Effect
      on
      the Target.

     

    (c) No
      Material Adverse Change.
      There
      shall not have been any occurrence, event, incident, action, failure to act,
      or
      transaction since March 31, 2008 which has had or is reasonably likely to cause
      a Material Adverse Effect on any of the Warrantors.

     

    (d) Approval
      by Pantheon Board.
      The
      Merger shall have been approved by the Pantheon Board in accordance with Section
      253 of the DGCL and the board of directors shall have approved the terms and
      conditions of the Merger.

     

    (e) Approval
      by Pantheon’s Stockholders.
      The
      Merger and the Conversion shall have been approved by a majority of the issued
      and outstanding Common Stock, voting as a group, in accordance with Section
      253
      of the DGCL and other applicable laws, and this Agreement and the Share Exchange
      shall have been approved by the affirmative vote of the holders of a majority
      of
      the shares of Common Stock sold in Pantheon’s initial public offering voted at
      the meeting in accordance with Pantheon Constituent Instruments, and the
      aggregate number of shares of Common Stock held by public stockholders of
      Pantheon who exercise their redemption rights with respect to their Common
      Stock
      in accordance with the Pantheon Constituent Instruments shall not constitute
      twenty percent (20%) or more of the Common Stock sold in the Pantheon Public
      Offering.

     

    (f) Delivery
      of Target Interim Financial Statements.
      The
      Target shall have furnished Pantheon the Target Interim Financial Statements
      for
      the quarter ended June 30, 2008, which shall have been prepared in accordance
      with U.S. GAAP applied on a consistent basis throughout the period
      involved.

     

    
      
        
        

      

      
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    (g) Opinions.
      Pantheon shall have received legal opinions of the Target’s legal counsel in the
      PRC and the Cayman Islands, which opinions shall be in form and substance
      reasonably satisfactory to Pantheon.

     

    (h) Officer’s
      Certificate.
      Pantheon shall have received a certificate from each of the Warrantors signed
      by
      an authorized officer or representative of such Party, respectively, certifying
      that the attached copies of each such Party’s constituent instruments and
      resolutions or other authorizing documents approving the Agreement and the
      Transactions are all true, complete and correct and remain in full force and
      effect.

     

    (i) Certificate
      of Good Standing.
      Pantheon shall have received a certificate of good standing or equivalent under
      the applicable Law of the Target.

     

    (j) Injunctions
      or Restraints on Conduct of Business.
      No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal or regulatory
      restraint provision limiting or restricting the Target’s conduct or operation of
      its business or the business of any of its Subsidiaries following the Share
      Exchange shall be in effect, nor shall any proceeding brought by an
      administrative agency or commission or other Governmental Authority, domestic
      or
      foreign, seeking the foregoing be pending.

     

    (k) Deliveries.
      All
      other deliveries required to be made by the Warrantors in Article VI shall
      have
      been made by them.

     

    (l) Transaction
      Documents.
      The
      Transaction Documents shall have been executed and delivered by the
      Warrantors.

     

    (m) [RESERVED].
      

     

    (n) [RESERVED].
      

     

    (o) SEC
      Actions.
      No
      formal or informal SEC investigation or proceeding shall have been initiated
      or
      sent by the SEC against any of the Pantheon Parties or any of their officers
      or
      directors.

     

    ARTICLE
      XV

     

    Indemnification

     

    Section
      15.1 Survival.
      All of
      the representations and warranties of the Parties contained in this Agreement
      shall survive the Closing for a period of twelve (12) months and shall
      thereafter be of no further force and effect; provided,
      however,
      that
      (a) the representations and warranties contained in Article VII and in Sections
      8.2, 8.3, 9.1(a), 9.2, and 9.3 (the “Basic
      Representations”)
      shall
      survive the Closing for a period equal to any applicable statute of limitations,
      and (b) the representations and warranties contained in Section 8.17, 8.24,
      8.32
      and 9.24 shall survive the Closing for a period equal to any applicable statute
      of limitations (including any waivers or extensions thereof) plus 60 days.
      All
      of the covenants and obligations of the Parties contained in this Agreement
      shall survive the Closing unless they expire sooner in accordance with their
      terms. The term during which any representation, warranty, or covenant survives
      hereunder is referred to as the “Survival
      Period.”
Except
      as expressly provided in this paragraph, no claim for indemnification hereunder
      may be made after the expiration of the Survival Period.

     

    
      
        
        

      

      
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    Section
      15.2 Indemnification
      by the Warrantors.
      The
      Warrantors shall, subject to the terms hereof, jointly and severally indemnify,
      defend and hold harmless Pantheon (which term, for the purposes of this Article
      XV shall include any of Pantheon’s successors) and permitted assigns (the
“Pantheon
      Indemnified Parties”)
      from
      and against any liabilities, loss, claims, damages, fines, penalties, expenses
      (including costs of investigation and defense and reasonable attorneys’ fees and
      court costs) (collectively, “Damages”)
      arising from: (i) any breach of any representation or warranty made by the
      Warrantors in Article VIII hereof or in any certificate delivered by the
      Warrantors pursuant to this Agreement; or (ii) any breach by any Warrantor
      of
      its covenants or obligations in this Agreement to be performed or complied
      with
      by such Warrantor at or prior to the Closing. 

     

    Section
      15.3 Indemnification
      by the Selling Shareholders.
      The
      Selling Shareholders shall, subject to the terms hereof, severally but not
      jointly, indemnify, defend and hold harmless the Pantheon Indemnified Parties
      from and against any Damages arising from: (i) any breach of any representation
      or warranty made by the Selling Shareholders in Article VII hereof or in any
      certificate delivered by the Selling Shareholders pursuant to this Agreement;
      and (ii) any breach by any Selling Shareholder of its covenants or obligations
      in this Agreement to be performed or complied with by such Selling Shareholder
      at or prior to the Closing. 

     

    Section
      15.4 Indemnification
      by the Pantheon Parties.
      The
      Pantheon Parties shall, subject to the terms hereof, jointly and severally
      indemnify, defend and hold harmless the Warrantors and the Selling Shareholders
      (the “Shareholder
      Indemnified Parties”)
      from
      and against any Damages arising from any breach of any representation or
      warranty made by the Pantheon Parties in Article IX hereof or in any certificate
      delivered by the Pantheon Parties pursuant to this Agreement. 

     

    Section
      15.5 Limitations
      on Indemnity.
      Notwithstanding any other provision in this Agreement to the contrary, the
      Pantheon Indemnified Parties shall not be entitled to indemnification pursuant
      to Section 15.2, unless and until the aggregate amount of Damages to the
      Pantheon Indemnified Parties with respect to such matters under Section 15.2
      or
      15.3 collectively exceeds US$5,000,000 (the “Deductible”).
      The
      aggregate amount of Damages of the Warrantors under this Agreement shall not
      exceed US$17,000,000 (the “Cap”).
      The
      amount payable by any Selling Shareholder pursuant to Section 15.3 shall not
      exceed the market value of the Pantheon Cayman Shares received by the Selling
      Shareholder on the Closing Date.

     

    
      
        
        

      

      
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    Section
      15.6 Defense
      of Third Party Claims.
      If any
      Pantheon Indemnified Party or Shareholder Indemnified Party determines to make
      a
      claim for indemnification under Section 15.2, 15.3 or 15.4 (each an
“Indemnitee”),
      Pantheon or GM, as applicable, shall notify the indemnifying party (an
“Indemnitor”)
      of the
      claim in writing promptly after receiving notice of any action, lawsuit,
      proceeding, investigation, demand or other claim against the Indemnitee (if
      by a
      third party), describing the claim, the amount thereof (if known and
      quantifiable) and the basis thereof in reasonable detail (such written notice,
      an “Indemnification
      Notice”);
      provided that the failure to so notify an Indemnitor shall not relieve the
      Indemnitor of its obligations hereunder except to the extent that (and only
      to
      the extent that) such failure shall have caused the damages for which the
      Indemnitor is obligated to be greater than such damages would have been had
      the
      Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall
      be
      entitled to participate in the defense of such action, lawsuit, proceeding,
      investigation or other claim giving rise to an Indemnitee’s claim for
      indemnification at such Indemnitor’s expense, and at its option shall be
      entitled to assume the defense thereof by appointing a reputable counsel
      reasonably acceptable to the Indemnitee to be the lead counsel in connection
      with such defense; provided,
      that
      the Indemnitee shall be entitled to participate in the defense of such claim
      and
      to employ counsel of its choice for such purpose; provided,
      however,
      that
      the fees and expenses of such separate counsel shall be borne by the Indemnitee
      and shall not be recoverable from such Indemnitor under this Article XV. If
      the
      Indemnitor shall control the defense of any such claim, the Indemnitor shall
      be
      entitled to settle such claims; provided,
      that
      the Indemnitor shall obtain the prior written consent of the Indemnitee (which
      consent shall not be unreasonably withheld, conditioned or delayed) before
      entering into any settlement of a claim or ceasing to defend such claim if,
      pursuant to or as a result of such settlement or cessation, injunctive or other
      equitable relief will be imposed against the Indemnitee or if such settlement
      does not expressly and unconditionally release the Indemnitee from all
      liabilities and obligations with respect to such claim. If the Indemnitor
      assumes such defense, the Indemnitor shall not be liable for any amount required
      to be paid by the Indemnitee that exceeds, where the Indemnitee has unreasonably
      withheld or delayed consent in connection with the proposed compromise or
      settlement of a third party claim, the amount for which that third party claim
      could have been settled pursuant to that proposed compromise or settlement.
      In
      all cases, the Indemnitee shall provide its reasonable cooperation with the
      Indemnitor in defense of claims or litigation, including by making employees,
      information and documentation reasonably available. If the Indemnitor shall
      not
      assume the defense of any such action, lawsuit, proceeding, investigation or
      other claim, the Indemnitee may defend against such matter as it deems
      appropriate; provided that the Indemnitee may not settle any such matter without
      the written consent of the Indemnitor (which consent shall not be unreasonably
      withheld, conditioned or delayed) if the Indemnitee is seeking or will seek
      indemnification hereunder with respect to such matter.

     

    Section
      15.7 Determining
      Damages.
      The
      amount of Damages subject to indemnification under Section 15.2 shall be
      calculated net of (i) any Tax Benefit inuring to the Indemnitee on account
      of
      such Damages, (ii) any reserves set forth in any of the Target Financial
      Statements or the Target Interim Financial Statements relating to such Damages
      and (iii) any insurance proceeds or other amounts under indemnification
      agreements received or receivable by the Indemnitee on account of such Damages.
      If the Indemnitee receives a Tax Benefit on account of such Damages after an
      indemnification payment is made to it, the Indemnitee shall promptly pay to
      the
      Person or Persons that made such indemnification payment the amount of such
      Tax
      Benefit at such time or times as and to the extent that such Tax Benefit is
      realized by the Indemnitee. For purposes hereof, “Tax
      Benefit”
shall
      mean any refund of Taxes to be paid or reduction in the amount of Taxes which
      otherwise would be paid by the Indemnitee, in each case computed at the highest
      marginal tax rates applicable to the recipient of such benefit. To the extent
      Damages are recoverable by insurance, the Indemnitees shall take all
      commercially reasonable efforts to obtain maximum recovery from such insurance.
      In the event that an insurance or other recovery is made by any Indemnitee
      with
      respect to Damages for which any such Person has been indemnified hereunder,
      then a refund equal to the aggregate amount of the recovery shall be made
      promptly to the Person or Persons that provided such indemnity payments to
      such
      Indemnitee. The Indemnitors shall be subrogated to all rights of the Indemnitees
      in respect of Damages indemnified by the Indemnitors. The Indemnitees shall
      take
      all commercially reasonable efforts to mitigate all Damages upon and after
      becoming aware of any event which could reasonably be expected to give rise
      to
      Damages. For Tax purposes, the Parties agree to treat all payments made under
      this Article XV as adjustments to the consideration received for the Target
      Shares.

     

    
      
        
        

      

      
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    Section
      15.8 Right
      of Setoff.
      To the
      extent that any Party is obligated to indemnify any other Party after Closing
      under the provisions of this Article XV for Damages reduced to a monetary
      amount, such Party after Closing shall have the right to decrease any amount
      due
      and owing or to be due and owing under any agreement with the other Party,
      whether under this Agreement or any other agreement between such Parties on
      the
      one hand, and any of the other Party or any of their respective Affiliates,
      Subsidiaries or controlled persons or entities on the other.

     

    Section
      15.9 Limitation
      on Recourse; No Third Party Beneficiaries.

     

    (a) No
      claim
      shall be brought or maintained by any Party or its respective successors or
      permitted assigns against any officer, director, partner, member, agent,
      representative, Affiliate, equity holder, successor or permitted assign of
      any
      Party which is not otherwise expressly identified as a Party, and no recourse
      shall be brought or granted against any of them, by virtue of or based upon
      any
      alleged misrepresentation or inaccuracy in or breach of any of the
      representations, warranties, covenants or obligations of any Party set forth
      or
      contained in this Agreement or any exhibit or schedule hereto or any certificate
      delivered hereunder.

     

    (b) The
      provisions of this Article XV are for the sole benefit of the Parties and
      nothing in this Article XV, express or implied, is intended to or shall confer
      upon any other Person any legal or equitable right, benefit or remedy of any
      nature whatsoever under or by reason of this Article XV.

     

    ARTICLE
      XVI

     

    Termination

     

    Section
      16.1 Methods
      of Termination.
      Unless
      waived by the Parties hereto in writing, the Transactions may be terminated
      and/or abandoned at any time but not later than the Closing:

     

    (a) by
      mutual
      written consent of the Parties;

     

    (b) by
      either
      Pantheon or the Warrantors, if the Closing has not occurred by the later of
      (i)
      December 14, 2008, (ii) such other date as the shareholders of Pantheon may
      agree to extend the corporate existence of Pantheon or (iii) such other date
      that has been agreed by the Parties in writing; 

     

    
      
        
        

      

      
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    (c) by
      the
      Warrantors, if there has been a breach by the Pantheon Parties of any
      representation, warranty, covenant or agreement contained in this Agreement
      which has prevented the satisfaction of the conditions to the obligations of
      the
      Warrantors at the Closing under Section 14.1(a) and such violation or breach
      has
      not been waived by the Warrantors or cured by the Pantheon Parties within ten
      (10) business days after written notice thereof from the
      Warrantors;

     

    (d) by
      Pantheon, if there has been a breach by any Warrantor of any representation,
      warranty, covenant or agreement contained in this Agreement which has prevented
      the satisfaction of the conditions to the obligations of the Pantheon Parties
      at
      the Closing under Section 14.2(a) and such violation or breach has not been
      waived by the Pantheon Parties or cured by the Warrantors within ten (10)
      business days after written notice thereof from the Pantheon
      Parties;

     

    (e) by
      the
      Warrantors, if the Pantheon Board (or any committee thereof) shall have failed
      to recommend or shall have withdrawn or modified in a manner adverse to the
      Warrantors its approval or recommendation of this Agreement and the
      Transactions;

     

    (f) by
      either
      Pantheon or the Warrantors, if, at the Pantheon Stockholders Meeting (including
      any adjournments thereof), the Merger shall fail to be approved by a majority
      of
      the outstanding Common Stock, voting as a group, in accordance with Section
      253
      of the DGCL, and/or this Agreement and the Share Exchange contemplated hereby
      shall fail to be approved and adopted by the affirmative vote of the holders
      of
      a majority of the shares of Common Stock sold in the Pantheon Public Offering
      voted at the meeting in accordance with Pantheon Constituent Instruments, or
      the
      aggregate number of shares of Common Stock held by public stockholders of
      Pantheon who exercise their redemption rights with respect to their Common
      Stock
      in accordance with the Pantheon Constituent Instruments shall constitute twenty
      percent (20%) or more of the Common Stock sold in Pantheon Public
      Offering.

     

    Section
      16.2 Effect
      of Termination.

     

    (a) In
      the
      event of termination and abandonment by either Pantheon or the Warrantors,
      or
      all of them, pursuant to Section 16.1 hereof, written notice thereof shall
      forthwith be given to the other Party, and except as set forth in this Article
      XVI, all further obligations of the Parties shall terminate, no Party shall
      have
      any right against the other Party hereto, and each Party shall bear its own
      costs and expenses.

     

    (b) If
      the
      Transactions contemplated by this Agreement are terminated and/or abandoned
      as
      provided herein:

     

    (i) each
      Party hereto shall destroy all documents, work papers and other material (and
      all copies thereof) of the other Party relating to the Transactions contemplated
      hereby, whether so obtained before or after the execution hereof, to the Party
      furnishing the same; and

     

    (ii) all
      confidential information received by either Party hereto with respect to the
      business of the other Party hereto shall be treated in accordance with Section
      13.2 hereof, which shall survive such termination or abandonment. The following
      other provisions shall survive termination of this Agreement: Article XVI and
      Article XVII.

     

    
      
        
        

      

      
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    ARTICLE
      XVII


     

    Miscellaneous

     

    Section
      17.1 Notices.
      All
      notices, requests, claims, demands and other communications under this Agreement
      shall be in writing and shall be deemed given upon receipt by the Parties at
      the
      addresses set forth on the signature pages and Schedule I hereto (or at such
      other address for a Party as shall be specified in writing to all other
      Parties).

     

    Section
      17.2 Amendments;
      Waivers; Additional Selling Shareholders.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by all of the Parties hereto. No waiver of any default with
      respect to any provision, condition or requirement of this Agreement shall
      be
      deemed to be a continuing waiver in the future or a waiver of any subsequent
      default or a waiver of any other provision, condition or requirement hereof,
      nor
      shall any delay or omission of any Party to exercise any right hereunder in
      any
      manner impair the exercise of any such right. The Selling Shareholders named
      in
      Schedule I hereto who shall have executed and delivered a counterpart signature
      page to each other Party on the date hereof shall be the initial Selling
      Shareholders and Parties to this Agreement, shall at a minimum hold at least
      50.25% of the total outstanding Target Shares and shall be indicated as Selling
      Shareholders in the appropriate column of Schedule I; provided
      however
      that
      each other Shareholder of Target who shall at any time after such date and
      prior
      to the Closing Date execute and deliver a counterpart signature page hereto
      shall become a Selling Shareholder and the appropriate indication shall be
      made
      in such column of Schedule I without affecting any of the rights, duties or
      obligations of the other Parties hereto, except solely insofar as such Selling
      Shareholder shall have become a Party hereto.

     

    Section
      17.3 No
      Fractional Shares.
      No
      fractional shares of Pantheon Arizona Securities shall be issued in connection
      with the Merger and no fractional shares of Pantheon Cayman Securities shall
      be
      issued in connection with the Conversion. No certificates or scrip for any
      such
      fractional shares shall be issued. Any shareholder of Pantheon Securities who
      would otherwise be entitled to receive a fraction of a share of Pantheon Arizona
      Securities and/or Pantheon Cayman Securities (after aggregating all fractional
      shares of Pantheon Arizona Securities and/or Pantheon Cayman Securities issuable
      to such holder) shall, in lieu of such fraction of a share, be paid in cash
      the
      dollar amount (rounded to the nearest whole cent), without interest, determined
      by multiplying such fraction by the closing bid price of a share of Pantheon
      Cayman Securities on the OTCBB, or such other public trading market on which
      Pantheon Cayman Securities may be trading at such time, at the Conversion
      Effective Time.

     

    Section
      17.4 Lost,
      Stolen or Destroyed Certificates.
      In the
      event any certificates representing the Pantheon Securities shall have been
      lost, stolen or destroyed, Pantheon Cayman shall issue in exchange for such
      lost, stolen or destroyed certificates upon the making of an affidavit of that
      fact by the holder thereof, such shares of Pantheon Cayman Securities, as may
      be
      required pursuant to Article IV; provided,
      however,
      that
      Pantheon Cayman may, in its discretion and as a condition precedent to the
      issuance thereof, require the owner of such lost, stolen or destroyed
      certificates to deliver a bond in such sum as it may reasonably direct as
      indemnity against any claim that may be made against Pantheon Cayman with
      respect to the certificates alleged to have been lost, stolen or
      destroyed.

     

    
      
        
        

      

      
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    Section
      17.5 Adjustments
      to Initial Equity Payment.
      The
      Initial Equity Payment shall be adjusted to reflect appropriately the effect
      of
      any stock split, reverse stock split, stock dividend, extraordinary cash
      dividends, reorganization, recapitalization, reclassification, combination,
      exchange of shares or other like change with respect to Pantheon Securities,
      occurring on or after the date hereof and prior to the Conversion Effective
      Time.

     

    Section
      17.6 Withholding
      Rights.
      Pantheon Cayman shall be entitled to deduct and withhold from the number of
      shares of Pantheon Cayman Securities or Earn-Out Warrants otherwise deliverable
      under this Agreement, such amounts as Pantheon Cayman reasonably determines
      are
      required to be deducted and withheld with respect to such delivery and payment
      under the Code or any provision of state, local, provincial or foreign tax
      law.
      To the extent that any amounts are so withheld all appropriate evidence of
      such
      deduction and withholding, including any receipts or forms required in order
      for
      the person with respect to whom such deduction and withholding occurred to
      establish the deduction and withholding and payment to the appropriate authority
      as being for its account with the appropriate authorities shall be delivered
      to
      the Person with respect to whom such deduction and withholding has occurred,
      and
      such withheld amounts shall be treated for all purposes as having been delivered
      and paid to the Person otherwise entitled to the Pantheon Cayman Securities
      or
      Earn-Out Warrants in respect of which such deduction and withholding was made
      by
      Pantheon Cayman. Notwithstanding the foregoing, Pantheon Cayman, at its option,
      may require any such amounts required to be deducted and withheld to be
      reimbursed in cash to Pantheon Cayman prior to the issuance of the Pantheon
      Cayman Securities or Earn-Out Warrants.

     

    Section
      17.7 Interpretation.
      When a
      reference is made in this Agreement to a Section, such reference shall be to
      a
      Section of this Agreement unless otherwise indicated. Whenever the words
“include,” “includes” or “including” are used in this Agreement, they shall be
      deemed to be followed by the words “without limitation.”

     

    Section
      17.8 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule or Law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the Transactions is not affected
      in any manner materially adverse to any Party. Upon such determination that
      any
      term or other provision is invalid, illegal or incapable of being enforced,
      the
      Parties shall negotiate in good faith to modify this Agreement so as to effect
      the original intent of the Parties as closely as possible in an acceptable
      manner to the end that Transactions are fulfilled to the extent
      possible.

     

    Section
      17.9 Counterparts;
      Facsimile Execution.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the Parties and delivered to
      the
      other Parties. Facsimile execution and delivery of this Agreement is legal,
      valid and binding for all purposes.

     

    
      
        
        

      

      
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    Section
      17.10 Entire
      Agreement; Third Party Beneficiaries.
      This
      Agreement, taken together with all Exhibits, Annexes and Schedules hereto (a)
      constitute the entire agreement, and supersede all prior agreements and
      understandings, both written and oral, among the Parties with respect to the
      Transactions and (b) are not intended to confer upon any Person other than
      the
      Parties any rights or remedies.

     

    Section
      17.11 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York regardless of the laws that might otherwise govern under
      applicable principles of conflicts of laws thereof.

     

    Section
      17.12 Dispute
      Resolution.

     

    (a) All
      disputes among the Parties arising out of or relating to this Agreement will
      be
      resolved by mandatory, binding arbitration in accordance with this Section
      17.12.

     

    (b) Before
      any arbitration is commenced pursuant to this Section 17.12, the Parties must
      endeavor to reach an amicable settlement of the dispute through friendly
      negotiations.

     

    (c) If
      no
      mutually acceptable settlement of the dispute is made within the sixty (60)
      days
      from the commencement of the settlement negotiation or if any Party refuses
      to
      engage in any settlement negotiation, any Party may submit the dispute for
      arbitration.

     

    (d) Any
      arbitration commenced pursuant to this Section 17.12 will be conducted in Hong
      Kong under the Arbitration Rules of the United Nations Commission on
      International Trade Law by arbitrators appointed in accordance with such rules.
      The arbitration and appointing authority will be the Hong Kong International
      Arbitration Centre (“HKIAC”).
      The
      arbitration will be conducted by a panel of three arbitrators, one chosen by
      the
      Pantheon Representative, one chosen by the Warrantors and the third chosen
      by
      agreement of the two selected arbitrators; failing agreement within thirty
      (30)
      days prior to commencement of the arbitration proceeding, the HKIAC will appoint
      the third arbitrator. The proceedings will be confidential and conducted in
      English. The arbitral tribunal will have the authority to grant any equitable
      and legal remedies that would be available in any judicial proceeding instituted
      to resolve a disputed matter, and its award will be final and binding on the
      Parties. The arbitral tribunal will determine how the Parties will bear the
      costs of the arbitration. Notwithstanding the foregoing, each Party will have
      the right at any time to immediately seek injunctive relief, an award of
      specific performance or any other equitable relief against the other Party
      in
      any court or other tribunal of competent jurisdiction. During the pendency
      of
      any arbitration or other proceeding relating to a dispute between the Parties,
      the Parties will continue to exercise their remaining respective rights and
      fulfill their remaining respective obligations under this Agreement, except
      with
      regard to the matters under dispute.

     

    
      
        
        

      

      
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    Section
      17.13 Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise by any of the Parties without the prior written consent of the other
      Parties. Any purported assignment without such consent shall be void. Subject
      to
      the preceding sentences, this Agreement will be binding upon, inure to the
      benefit of, and be enforceable by, the Parties and their respective successors
      and assigns. Without limiting the generality of the foregoing, any covenants
      of
      Pantheon hereunder that are to be performed by Pantheon following the effective
      date of the Conversion are covenants that will be performed by Pantheon Cayman
      as the successor to Pantheon.

     

    Section
      17.14 Governing
      Language.
      This
      Agreement shall be governed and interpreted in accordance with the English
      language.

     

    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	
              PANTHEON
                CHINA ACQUISITION CORP.

            
	 
               
	
              By:
                

            	
              /s/
                Mark D. Chen

            
	
              Name: 
                Mark D. Chen

            
	
              Title:   
                Chairman and CEO

            
	
              Address:
                Suite 10-64 #9 Jianguomenwai Avenue,

              Beijing,
                China, 100600

            
	 
	
              PANTHEON
                ARIZONA CORP.

            
	 
	
              By:
                

            	
              /s/
                Mark D. Chen

            
	
              Name: 
                Mark D. Chen

            
	
              Title:   
                Director

            
	
              Address:
                Suite 10-64 #9 Jianguomenwai Avenue,

              Beijing,
                China, 100600

            


    

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOR WARRANTORS FOLLOW]


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	
              GOLDEN
                MEDITECH COMPANY LIMITED

            
	 
	
              By:
                

            	
              /s/
                Yuen Kam

            
	
              Name: 
                Yuen Kam

            
	
              Title:   
                Chairman

            
	
              Address:
                48/F Bank of China Tower

            
	
              1
                Garden Road, Central, Hong Kong

            
	 
	
              CHINA
                CORD BLOOD SERVICES

              CORPORATION

            
	 
	
              By:
                

            	
              /s/
                Yuen Kam

            
	
              Name: 
                Yuen Kam

            
	
              Title:   
                Chairman

            
	
              Address:
                48/F Bank of China Tower

            
	
              1
                Garden Road, Central, Hong Kong

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOR THE

    SELLING
      SHAREHOLDERS FOLLOWS]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	
              GOLDEN
                MEDITECH STEM CELLS (BVI)

              COMPANY
                LIMITED

            
	 
	
              By:
                

            	
              /s/
                Yuen Kam

            
	
              Name: 
                Yuen Kam

            
	
              Title:   
                Chairman

            
	 
	
              TREASURE
                HOME INVESTMENTS

              LIMITED

            
	 
	
              By:
                

            	
              /s/
                Eric Yip

            
	
              Name: 
                Eric Yip

            
	
              Title:   
                Director

            
	 
	
              ATLANTIS
                CHINA FORTUNE FUND

            
	 
	
              By:
                

            	
              /s/
                G. Morrison

            
	
              Name: 
                G. Morrison

            
	
              Title:   
                Director

            
	 
	
              BETHELLA
                INVESTMENTS LIMITED

            
	 
	
              By:
                

            	
              /s/
                Michael Koping Shen

            
	
              Name: 
                Michael Koping Shen

            
	
              Title:   
                Director

            
	 
	
              CREDIT
                SUISSE MANAGEMENT LLC

            
	 
	
              By:
                

            	 
              
	
              Name:
                

            
	
              Title:

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    


    
      	
              ESSEX
                WOODLANDS HEALTH VENTURES,

              FUND
                VII , LP

            
	 
	
              By:
                

            	
              /s/
                Immanuel Thangaraj

            
	
              Name: 
                Immanuel Thangaraj

            
	
              Title:   
                Managing Director

            
	 
	
              STATE
                STREET BANK AND TRUST

              COMPANY
                AS TRUSTEE FOR FIRST PLAZA

              GROUP
                TRUST II

            
	 
	
              By:
                

            	 
	
              Name:
                

            
	
              Title:

            
	 
	
              GAM
                TRADING (NO. 24) INC.

            
	 
	
              By:
                

            	
              /s/
                N. Khokhrai

            
	
              Name: 
                N. Khokhrai

            
	
              Title:   
                on behalf of GAM Trading (No. 24) Inc.

            
	 
	
              GREAT
                AVENUE INVESTMENTS LIMITED

            
	 
	
              By:
                

            	
              /s/
                Michael Koping Shen

            
	
              Name: 
                Michael Koping Shen

            
	
              Title:   
                Director

            
	 
	
              HTSS
                CAPITAL LIMITED

            
	 
	
              By:
                

            	
              /s/
                Elaine H. Wong

            
	
              Name: 
                Elaine H. Wong

            
	
              Title:   
                Director

            
	 
	
              INDUS
                OPPORTUNITY MASTER FUND, LTD

            
	 
	
              By:
                

            	 
	
              Name:
                

            
	
              Title:

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    


    
      	
              INDUS
                ASIA PACIFIC MASTER FUND, LTD.

            
	 
	
              By:
                

            	 
	
              Name:
                

            
	
              Title:

            
	 
	
              JAYHAWK
                CHINA FUND (CAYMAN) LTD.

            
	 
	
              By:
                

            	
              /s/
                Kent C. McCarthy

            
	
              Name: 
                Kent C. McCarthy

            
	
              Title:   
                President

            
	 
	
              KTB/UCI
                CHINA VENTURES II LIMITED

            
	 
	
              By:
                

            	
              /s/
                Jimmy Yu

            
	
              Name: 
                Jimmy Yu

            
	
              Title:   
                Authorized Signatory

            
	 
	
              MEGASTAR
                MANAGEMENT (CHINA) LTD.

            
	 
	
              By:
                

            	
              /s/
                Cui Wen Li

            
	
              Name: 
                Cui Wen Li

            
	
              Title:   
                Director

            
	 
	
              MUARATI
                INVESTMENTS LIMITED

            
	 
	
              By:
                

            	
              /s/
                Wen Zheng

            
	
              Name: 
                Wen Zheng

            
	
              Title:   
                Director

            
	 
	
              NEW
                HORIZON CELLSTAR INVESTMENT

              CO.,
                LIMITED

            
	 
	
              By:
                

            	
              /s/
                Jianming Yu

            
	
              Name: 
                Jianming Yu

            
	
              Title:   
                Director

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    


    
      	
              STARR
                INTERNATIONAL INVESTMENTS

              LIMITED

            
	 
	
              By:
                

            	 
	
              Name:
                

            
	
              Title:

            
	 
	
              THE
                CHINA DEVELOPMENT CAPITAL

              PARTNERSHIP
                MASTER FUND LP acting by

              Martin
                Currie Investment Management Limited

              as
                its investment manager

            
	 
	
              By:
                

            	 
	
              Name:
                

            	 
	
              Title:

            	 
	 	 
	
              TIME
                REGION HOLDINGS LIMITED

            
	 	 
	
              By:
                

            	
              /s/
                Fang, Lei

            
	
              Name: 
                Fang, Lei

            
	
              Title:   
                Director

            
	 
	
              TIME
                GALAXY LIMITED

            
	 
	
              By:
                

            	
              /s/
                Lu, Yungang

            
	
              Name: 
                Lu, Yungang

            
	
              Title:   
                Director

            
	 
	
              WEIXIAO
                MEDICAL TECHNOLOGY

              LIMITED

            
	 
	
              By:
                

            	
              /s/
                Xiaodong Wu

            
	
              Name: 
                Xiaodong Wu

            
	
              Title:   
                Director

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    Definitions

     

    “Acquisition
      Proposal”
has
      the
      meaning set forth in Section 10.1(l) of the Agreement.

     

    “Action”
has
      the
      meaning set forth in Section 8.12 of the Agreement.

     

    “Affiliates”
means
      any Person that directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with the Person
      specified. For purposes of this definition, control of a Person means the power,
      direct or indirect, to direct or cause the direction of the management and
      policies of such Person whether by Contract or otherwise and, in any event
      and
      without limitation of the previous sentence, any Person owning fifty percent
      (50%) or more of the voting securities of a second Person shall be deemed
      to control that second Person. For the purposes of this definition, a Person
      shall be deemed to control any of his or her immediate family
      members.

     

    “Agreement”
has
      the
      meaning set forth in the preamble to the Agreement.

     

    “ARS”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Articles
      of Merger”
has
      the
      meaning set forth in Section 1.2 of the Agreement.

     

    “Basic
      Representations”
has
      the
      meaning set forth in Section 15.1 of the Agreement.

     

    “Business
      Day”
means
      a
      day (excluding Saturdays, Sundays and public holidays) on which commercial
      banks
      are generally open for banking business in the United States and Hong
      Kong.

     

    “Cap”
has
      the
      meaning set forth in Section 15.5 of the Agreement.

     

    “Cayman
      Companies Law”
means
      the Companies Law (2007 Revision) of the Cayman Islands.

     

    “Certificates”
has
      the
      meaning set forth in Section 4.3(a) of the Agreement.

     

    “Certificate
      of Merger”
has
      the
      meaning set forth in Section 1.2 of the Agreement.

     

    “Closing”
has
      the
      meaning set forth in Section 6.1 of the Agreement.

     

    “Closing
      Date”
has
      the
      meaning set forth in Section 6.1 of the Agreement.

     

    “Code”
means
      the United States Internal Revenue Code of 1986, as amended.

     

    “Combined
      Board”
means
      the board of directors of Pantheon Cayman following the Closing.

     

    “Common
      Stock”
means
      the Common Stock of Pantheon, US$0.001 par value per share.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    “Consent”
has
      the
      meaning set forth in Section 8.6 of the Agreement.

     

    “Contract”
means
      a
      contract, lease, license, indenture, note, bond, agreement, permit, concession,
      franchise or other instrument.

     

    “Conversion”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Conversion
      Effective Time”
has
      the
      meaning set forth in Section 2.2 of the Agreement.

     

    “Conversion
      Rights”
means
      the right of holders of the Class B Common Stock voting against a business
      combination to convert their shares of Class B Common stock for a pro-rata
      share
      of the Trust Fund, if the business combination is approved and completed.
      Holders of the Class B Common Stock who exercise such Conversion Rights will
      continue to have the right to exercise any warrants they may hold.

     

    “CSC”
has
      the
      meaning set forth in Section 5.2 of the Agreement.

     

    “CSC
      Option Scheme”
has
      the
      meaning set forth in Section 5.2 of the Agreement.

     

    “CSC
      Employee Options”
has
      the
      meaning set forth in Section 5.2 of the Agreement.

     

    “Damages”
has
      the
      meaning set forth in Section 15.2 of the Agreement.

     

    “Deductible”
has
      the
      meaning set forth in Section 15.5 of the Agreement.

     

    “DGCL”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Disclosure
      Schedules”
means
      the Target Disclosure Schedule and the Pantheon Disclosure
      Schedule.

     

    “Earn-Out
      Warrants”
has
      the
      meaning set forth in Section 5.4 of the Agreement.

     

    “Environment”
means
      soil, land surface or subsurface strata, surface waters (including navigable
      waters, ocean waters, streams, ponds, drainage basins, and wetlands),
      groundwaters, drinking water supply, stream sediments, ambient air (including
      indoor air), plant and animal life, and any other environmental medium or
      natural resource.

     

    “Environmental
      Law”
means
      any Legal Requirement that requires or relates to:

     

    (a) advising
      appropriate authorities, employees, and the public of intended or actual
      releases of pollutants or hazardous substances or materials, violations of
      discharge limits, or other prohibitions and of the commencements of activities,
      such as resource extraction or construction, that could have significant impact
      on the Environment;

     

    (b) preventing
      or reducing to acceptable levels the release of pollutants or hazardous
      substances or materials into the Environment;

     

    (c) reducing
      the quantities, preventing the release, or minimizing the hazardous
      characteristics of wastes that are generated;

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    (d) assuring
      that products are designed, formulated, packaged, and used so that they do
      not
      present unreasonable risks to human health or the Environment when used or
      disposed of;

     

    (e) protecting
      resources, species, or ecological amenities;

     

    (f) reducing
      to acceptable levels the risks inherent in the transportation of hazardous
      substances, pollutants, oil, or other potentially harmful
      substances;

     

    (g) cleaning
      up pollutants that have been released, preventing the threat of release, or
      paying the costs of such clean up or prevention; or

     

    (h) making
      responsible parties pay private parties, or groups of them, for damages done
      to
      their health or the Environment, or permitting self-appointed representatives
      of
      the public interest to recover for injuries done to public assets.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, supplemented or otherwise
      modified from time to time.

     

    “Expenses”
means
      all out-of-pocket expenses (including all fees and expenses of counsel,
      accountants, investment bankers, experts and consultants to a party hereto
      and
      its Affiliates) incurred by a party on its behalf in connection with or related
      to the authorization, preparation, diligence, negotiation, execution and
      performance of this Agreement and the Transaction Documents.

     

    “Facilities”
means
      any real property, leaseholds, or other interests currently or formerly owned
      or
      operated by the Target or any of its Subsidiaries and any buildings, plants,
      structures, or equipment (including motor vehicles, tank cars, and rolling
      stock) currently or formerly owned or operated by the Target or any of its
      Subsidiaries.

     

    “FCPA”
has
      the
      meaning set forth in Section 8.23 of the Agreement.

     

    “FINRA”
means
      the Financial Industry Regulatory Authority, Inc.

     

    “Form
      20-F”
has
      the
      meaning set forth in Section 5.4(a) of the Agreement.

     

    “GM”
has
      the
      meaning set forth in the preamble of the Agreement.

     

    “GM
      BVI”
means
      Golden Meditech Stem Cells (BVI) Company Limited.

     

    “Governmental
      Authority”
means
      any national, federal, state, provincial, local or foreign government,
      governmental, regulatory or administrative authority, agency or commission
      or
      any court, tribunal or judicial or arbitral body of competent jurisdiction,
      or
      other governmental authority or instrumentality, domestic or
      foreign.

     

    “Hazardous
      Material”
means
      (a) any chemical, material or substance defined as or included in the definition
      of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely
      hazardous waste,” “restricted hazardous waste,” or “toxic substances” or words
      of similar import under any applicable law or regulations, including
      Environmental Laws, and (b) any other chemical, material or substance, exposure
      to which is prohibited, limited or regulated by any Governmental Authority
      having jurisdiction over the Target and its Subsidiaries or any of their
      properties. 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    “HKIAC”
has
      the
      meaning set forth in Section 17.12(d) of the Agreement.

     

    “HKSE
      Listing Rules”
has
      the
      meaning set forth in Section 8.18(c) of the Agreement.

     

    “HKSE”
means
      The Stock Exchange of Hong Kong Limited.

     

    “Hong
      Kong”
means
      the Hong Kong Special Administrative Region of the People’s Republic of
      China.

     

    “Indemnitee”
has
      the
      meaning set forth in Section 15.6 of the Agreement.

     

    “Indemnitor”
has
      the
      meaning set forth in Section 15.6 of the Agreement.

     

    “Indemnification
      Notice”
has
      the
      meaning set forth in Section 15.6 of the Agreement.

     

    “Initial
      Equity Payment”
has
      the
      meaning set forth in Section 5.1 of the Agreement.

     

    “Intellectual
      Property Rights”
shall
      have the meaning set forth in Section 8.16 of the Agreement.

     

    “Judgment”
means
      any judgment, order or decree.

     

    “Knowledge”,
      (i)
      with respect to any of the Warrantors, means the actual knowledge of its
      executive officers and members of its board of directors, and (ii) with respect
      to Pantheon, means the actual knowledge of its executive officers and the
      members of its board of directors.

     

    “Law(s)”
means
      any law, statute, ordinance, rule, regulation, order, writ, injunction or
      decree.

     

    “Legal
      Requirement”
means
      any federal, state, local, municipal, provincial, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Authorities (or under the authority of any national
      securities exchange upon which Pantheon Securities are then listed or
      traded)

     

    “Liens”
means
      any liens, security interests, pledges, equities and claims of any kind, voting
      trusts, shareholder agreements and other encumbrances.

     

    “Material
      Adverse Effect”
means
      any event, change or effect that is materially adverse to the condition
      (financial or otherwise), properties, assets, liabilities, business, operations
      or results of operations of such Person and its subsidiaries, taken as a whole.
      Notwithstanding the foregoing, the definition of Material Adverse Effect shall
      not include events caused by (A) changes in the PRC economic conditions; (B)
      changes to the economic conditions affecting the industries in which the Target
      and its Subsidiaries operates; (C) changes related to or arising from the
      execution, announcement or performance of, or compliance with, this Agreement
      or
      the consummation of the Transactions, including the impact thereof on
      relationships, contractual or otherwise, governmental authorities, customers,
      cooperators, suppliers, distributors or employees; (D) changes in accounting
      requirements or principles or any change in applicable laws or policies or
      the
      interpretation thereof, or any change of the attitude of the competent
      authorities; (E) the failure to meet any projections or budgets; or (F) matters
      listed in the Disclosure Schedules.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    “Material
      Contract”
means
      a
      written Contract, as amended and supplemented to which the Target or any of
      its
      Subsidiaries is a party or by which any of their respective assets and
      properties is currently bound, that is material to the Target’s business,
      properties, assets or condition (financial or otherwise) results of operations
      or prospects, including contracts that have expired by their terms or otherwise
      terminated but have liabilities that continue to attach to the
      Target.

     

    “Material
      Permits”
means
      all Permits other than such franchises, licenses, permits, authorizations and
      approvals the lack of which, individually or in the aggregate, has not had
      and
      would not reasonably be expected to have a Material Adverse Effect on any
      Parties.

     

    “Merger”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Merger
      Effective Time”
has
      the
      meaning set forth in Section 1.2 of the Agreement.

     

    “Money
      Laundering Laws”
has
      the
      meaning set forth in Section 8.24 of the Agreement.

     

    “New
      Subscriber”
means
      a
      customer who executes an umbilical cord blood stem cells storage agreement
      providing for the transportation of the subject umbilical cord blood stem cells
      for testing, processing and storage in a facility operated by CSC or its
      subsidiaries, affiliates or contractors; provided that such customer shall
      not
      be deemed to be a New Subscriber unless and until testing results have shown
      that such subject umbilical cord blood stem cells are suitable for
      storage. 

     

    “OTCBB”
means
      the electronic Over-the-Counter Bulletin Board maintained by the
      FINRA.

     

    “OFAC”
has
      the
      meaning set forth in Section 8.30 of the Agreement.

     

    “Off-balance
      Sheet Arrangement”
means
      with respect to any Person, any securitization transaction to which that Person
      or its Subsidiaries is party and any other transaction, agreement or other
      contractual arrangement to which an entity unconsolidated with that Person
      is a
      party, under which that Person or its Subsidiaries, whether or not a party
      to
      the arrangement, has, or in the future may have: (a) any obligation under a
      direct or indirect guarantee or similar arrangement; (b) a retained or
      contingent interest in assets transferred to an unconsolidated entity or similar
      arrangement; or (c) derivatives to the extent that the fair value thereof
      is not fully reflected as a liability or asset in the financial
      statements.

     

    “Option
      Exchange Rate”
has
      the
      meaning set forth in Section 5.2 of the Agreement.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    “Pantheon”
has
      the
      meaning set forth in the preamble to the Agreement.

     

    “Pantheon
      Arizona”
has
      the
      meaning set forth in the preamble to the Agreement.

     

    “Pantheon
      Arizona Securities”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Arizona Share(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Arizona Stock Right(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Board”
means
      the board of directors of Pantheon prior to the Merger.

     

    “Pantheon
      Cayman”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Cayman Option Scheme”
has
      the
      meaning set forth in Section 13.4(c) of the Agreement.

     

    “Pantheon
      Cayman Securities”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Cayman Share(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Cayman Stock Right(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Cayman Warrants”
means
      the securities (other than the Earn-Out Warrants) issuable by Pantheon Cayman
      that are equivalent to the Warrants and has the same terms and conditions of
      the
      Warrants as in effect immediately prior to the Conversion.

     

    “Pantheon
      Constituent Instruments”
has
      the
      meaning set forth in Section 9.2 of the Agreement.

     

    “Pantheon
      Disclosure Schedule”
has
      the
      meaning set forth in Article IX of the Agreement.

     

    “Pantheon
      Financial Statements”
has
      the
      meaning set forth in Section 9.7 of the Agreement.

     

    “Pantheon
      IFRS Financial Statements”
has
      the
      meaning set forth in Section 12.4 of the Agreement.

     

    “Pantheon
      Indemnified Parties”
has
      the
      meaning set forth in Section 15.2 of the Agreement.

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    “Pantheon
      Material Contract”
has
      the
      meaning set forth in Section 9.23(a) of the Agreement.

     

    “Pantheon
      Parties”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Public Offering”
means
      the initial public offering of Pantheon completed on December 14, 2006, in
      which
      Pantheon sold 5,000,000 Units at a price of US$6.00 per unit and the related
      subsequent exercise of the over-allotment option.

     

    “Pantheon
      Representative”
means
      Mark Chen.

     

    “Pantheon
      SEC Documents”
has
      the
      meaning set forth in Section 9.7 of the Agreement.

     

    “Pantheon
      Securities”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Stockholders Meeting”
has
      the
      meaning set forth in Section 12.1 of the Agreement.

     

    “Pantheon
      Share(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Pantheon
      Stock Right(s)”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Party”
or
      “Parties”
has
      the
      meaning set forth in the preamble to the Agreement.

     

    “Permits”
means
      all governmental franchises, licenses, permits, authorizations and approvals
      necessary to enable a Person to own, lease or otherwise hold its properties
      and
      assets and to conduct its businesses as presently conducted.

     

    “Permitted
      Lien”
means
      (a) any restriction on transfer arising under applicable securities law; (b)
      any
      Liens for Taxes not yet due or delinquent or being contested in good faith
      by
      appropriate proceedings for which adequate reserves have been established in
      accordance with U.S. GAAP; (c) any statutory Liens arising in the ordinary
      course of business by operation of Law with respect to a liability that is
      not
      yet due and delinquent and which are not, individually or in the aggregate,
      significant; (d) zoning, entitlement, building and other land use regulations
      imposed by governmental agencies having jurisdiction over the Real Property
      which are not violated by the current use and operation of the Real Property;
      (e) covenants, conditions, restrictions, easements and other similar matters
      of
      record affecting title to the Real Property which do not materially impair
      the
      occupancy or use of the Real Property for the purposes for which it is currently
      used or proposed to be used in connection with the such relevant Person’s
      business; (f) Liens identified on title policies, title opinions or preliminary
      title reports or other documents or writings included in the public records;
      (g)
      Liens arising under worker’s compensation, unemployment insurance, social
      security, retirement and similar legislation; (h) Liens of lessors and licensors
      arising under lease agreements or license arrangements; and (i) those Liens
      set
      forth in the Target Disclosure Schedule.

     

    “Person”
means
      an individual, partnership, corporation, joint venture, unincorporated
      organization, cooperative or a governmental entity or agency
      thereof.

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    “PRC”
means
      the People’s Republic of China, for the purposes of this Agreement, excluding
      the Hong Kong Special Administrative Region and the Macao Special Administrative
      Region and Taiwan.

     

    “Proxy
      Statement/Prospectus”
means
      the proxy statement/prospectus to be sent to Pantheon stockholders in connection
      with the Pantheon Stockholders Meeting.

     

    “Real
      Estate Leases”
has
      the
      meaning set forth in Section 8.15 of the Agreement.

     

    “Real
      Property”
has
      the
      meaning set forth in Section 8.15 of the Agreement.

     

    “Regulation
      S-K”
means
      Regulation S-K promulgated under the Securities Act of 1933, as
      amended.

     

    “Representatives”
of
      any
      Party means such Party’s employees, accountants, auditors, actuaries, counsel,
      financial advisors, bankers, investment bankers and consultants and any other
      person acting on behalf of such Party.

     

    “Restriction
      Period”
has
      the
      meaning set forth in Section 7.12 of the Agreement.

     

    “Sarbanes-Oxley
      Act”
has
      the
      meaning set forth in Section 9.14 of the Agreement.

     

    “SEC”
means
      the United States Securities and Exchange Commission.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, supplemented or otherwise modified
      from
      time to time.

     

    “Selling
      Shareholder”
and
      “Selling
      Shareholders”
have
      the meaning set forth in the preamble to the Agreement.

     

    “Selling
      Shareholders’ Required Approvals”
has
      the
      meaning set forth in Section 7.5 of the Agreement

     

    “Share
      Exchange”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Shareholder
      Approval”
has
      the
      meaning set forth in Section 9.6 of the Agreement.

     

    “Subsidiary”
means
      with respect to a Person an entity if (a) such Person directly or indirectly
      owns, beneficially or of record, an amount of voting securities or other
      interests in such entity that is sufficient to enable such Person to elect
      at
      leased a majority of the members of such entity’s board of directors or other
      governing body, or (b) at least 50% of the outstanding equity or financial
      interests of such entity such that its financial results are consolidated with
      such other Person.

     

    “Survival
      Period”
has
      the
      meaning set forth in Section 15.1 of this Agreement.

     

    “Surviving
      Corporation”
has
      the
      meaning set forth in Section 1.1 of the Agreement.

     

    “Tail
      Policy”
has
      the
      meaning set forth in Section 13.6 of the Agreement.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    “Tangible
      Personal Property”
has
      the
      meaning set forth in Section 8.15(b) of the Agreement.

     

    “Target”
has
      the
      meaning set forth in the preamble to the Agreement.

     

    “Target
      Balance Sheet”
has
      the
      meaning set forth in Section 8.7(c) of the Agreement.

     

    “Target
      Benefit Plans”
has
      the
      meaning set forth in Section 8.18(a) of the Agreement.

     

    “Target
      Constituent Instruments”
means
      the memorandum and articles of association of the Target and each of its
      Subsidiaries together with its statutory registers, each as amended to the
      date
      of the Agreement.

     

    “Target
      Disclosure Schedule”
has
      the
      meaning set forth in Article VIII of the Agreement.

     

    “Target
      Financial Statements”
has
      the
      meaning set forth in Section 8.7 of the Agreement.

     

    “Target
      Interim Financial Statements”
has
      the
      meaning set forth in Section 11.2 of the Agreement.

     

    “Target
      Shares”
has
      the
      meaning set forth in the background to the Agreement.

     

    “Taxes”
      includes all forms of taxation, whenever created or imposed, and whether of
      the
      United States or elsewhere, and whether imposed by a local, municipal,
      governmental, state, foreign, federal or other Governmental Authority, or in
      connection with any agreement with respect to Taxes, including all interest,
      penalties and additions imposed with respect to such amounts.

     

    “Tax
      Benefit”
has
      the
      meaning set forth in Section 15.7 of the Agreement.

     

    “Tax
      Return”
means
      all federal, state, local, provincial and foreign Tax returns, declarations,
      statements, reports, schedules, forms and information returns and any amended
      Tax return relating to Taxes.

     

    “Trade
      Secrets”
means
      all trade secrets under applicable law and other rights in know-how and
      confidential or proprietary information, processing, manufacturing or marketing
      information, including new developments, inventions, processes, ideas or other
      proprietary information that provides advantages over competitors who do not
      know or use it.

     

    “Transaction
      Documents”
means
      this Agreement and any other agreement or document to be delivered by the
      Parties on the Closing Date.

     

    “Transactions”
has
      the
      meaning set forth in Section 6.1 of the Agreement.

     

    “Trust
      Fund”
has
      the
      meaning set forth in Section 9.21 of the Agreement.

     

    “U.S.”
      or
“United
      States”
means
      the United States of America.

     

    “U.S.
      GAAP”
means
      generally accepted accounting principles of the United States.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    “Underwriters
      Purchase Option”
means
      the Option granted by Pantheon initially to the underwriters in its initial
      public offering, which entitles the registered holder to purchase one Unit
      at a
      price of US$6.60 per Unit.

     

    “Unit”
means
      the Unit of Pantheon which
      entitles the registered holder to one share of Common Stock and one
      Warrant.

     

    “Voting
      Pantheon Debt”
has
      the
      meaning set forth in Section 9.1(c) of the Agreement.

     

    “Voting
      Target Debt”
has
      the
      meaning set forth in Section 8.1(b) of the Agreement.

     

    “Warrant”
      means
      the Warrant of Pantheon which entitles the registered holder to purchase one
      share of Common Stock at a price of US$5.00 per share, subject to
      adjustment at any time commencing on the completion of a business
      combination

     

    “Warrantor”
or
      “Warrantors”
has
      the
      meaning set forth in the Article VIII of the Agreement.

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    
      	
              Selling Shareholder

            	 	
              Address

            	 	
              Number of

              Pantheon

              Cayman Shares

              to be received

              in Share

              Exchange

            	 	
              Number of

              Shares in

              Target

            	 	
              % Holdings

            	 	
              Selling

              Shareholder

            	 
	
              Golden
                Meditech Stem Cells (BVI) Company Limited

            	 	
              P.O.
                Box 957

              Offshore
                Incorporations Centre,

              Road
                Town, Tortola, British Virgin Islands

            	 	
              29,068,087

            	 	
              81,347,700

            	 	
              50.25

            	
              %

            	
              √

            	 
	
              Treasure
                Home Investments Limited

            	 	
              Offshore
                Incorporations Centre,

              P.O.
                Box 957

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              3,573,314

            	 	
              10,000,000

            	 	
              6.18

            	
              %

            	
              √

            	 
	
              Atlantis
                China Fortune Fund

            	 	
              Georges
                Court

              54-62
                Townsend Street

              Dublin
                2

            	 	
              389,134

            	 	
              1,089,000

            	 	
              0.67

            	
              %

            	
              √

            	 
	
              Bethella
                Investments Limited

            	 	
              P.O.
                Box 957

              Offshore
                Incorporations Centre

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              726,383

            	 	
              2,032,800

            	 	
              1.26

            	
              %

            	
              √

            	 
	
              Credit
                Suisse Management LLC

            	 	
              2711
                Centerville Road

              Wilmington

              Delaware
                19808

              U.S.A.

            	 	
              1,815,958

            	 	
              5,082,000

            	 	
              3.14

            	
              %

            	 	 
	
              Essex
                Woodlands Health Ventures, Fund VII, LP

            	 	
              Essex
                Woodlands

              Health
                Ventures

              435
                Tasso Street, Suite 305

              Palo
                Alto, CA 94301

              USA

            	 	
              1,037,690

            	 	
              2,904,000

            	 	
              1.79

            	
              %

            	
              √

            	 
	
              State
                Street Bank and Trust Company as Trustee for First Plaza Group Trust
                II

            	 	
              [767
                Fifth Avenue

              15th
                Floor

              New
                York

              New
                York 10153

              USA]

            	 	
              1,124,165

            	 	
              3,146,000

            	 	
              1.94

            	
              %

            	 	 
	
              GAM
                Trading (No.24) Inc.

            	 	
              Craigmuir
                Chambers

              P.O.
                Box 71, Road Town

              Tortola

              British
                Virgin Islands

            	 	
              648,557

            	 	
              1,815,000

            	 	
              1.12

            	
              %

            	
              √

            	 
	
              Great
                Avenue Investments Limited

            	 	
              P.O.
                Box 957

              Offshore
                Incorporations Centre

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              2,801,478

            	 	
              7,840,000

            	 	
              4.84

            	
              %

            	
              √

            	 
	
              HTSS
                Capital Limited

            	 	
              Level
                2, Nia Mall

              Vaea
                Street, Apia

              Samoa

            	 	
              1,807,382

            	 	
              5,058,000

            	 	
              3.12

            	
              %

            	
              √

            	 
	
              Indus
                Opportunity Master Fund, Ltd.

            	 	
              P.O.
                Box 896 GT

              Harbour
                Centre, 2nd Floor

              North
                Church Street

              Grand
                Cayman

              Cayman
                Islands

            	 	
              676,071

            	 	
              1,892,000

            	 	
              1.17

            	
              %

            	 	 


    

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    


    
      	
              Selling Shareholder

            	 	
              Address

            	 	
              Number of

              Pantheon

              Cayman Shares

              to be received

              in Share

              Exchange

            	 	
              Number of

              Shares in

              Target

            	 	
              % Holdings

            	 	
              Selling

              Shareholder

            	 
	
              Indus
                Asia Pacific Master Fund, Ltd.

            	 	
              Indus
                Capital Partners LLC

              152
                West 57th Street

              28th
                Floor

              New
                York, NY 10019

              U.S.A.

            	 	
              1,014,107

            	 	
              2,838,000

            	 	
              1.75

            	
              %

            	 	 
	
              Jayhawk
                China Fund (Cayman) Ltd.

            	 	
              5410
                West 61st Place,

              Suite
                100, Mission

              KS
                66205, U.S.A.

            	 	
              2,858,651

            	 	
              8,000,000

            	 	
              4.94

            	
              %

            	
              √

            	 
	
              KTB/UCI
                China Ventures II Limited

            	 	
              Portcullis
                TrustNet Chambers

              P.O.
                Box 3444, Road Town

              Tortola

              British
                Virgin Islands

            	 	
              1,297,113

            	 	
              3,630,000

            	 	
              2.24

            	
              %

            	
              √

            	 
	
              Megastar
                Management (China) Ltd.

            	 	
              Drake
                Chambers, Road Town

              Tortola

              British
                Virgin Islands

            	 	
              1,429,326

            	 	
              4,000,000

            	 	
              2.47

            	
              %

            	
              √

            	 
	
              Muaratai
                Investments Limited

            	 	
              P.O.
                Box 957

              Offshore
                Incorporations Centre

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              389,134

            	 	
              1,089,000

            	 	
              0.67

            	
              %

            	
              √

            	 
	
              New
                Horizon Cellstar Investment Co., Limited

            	 	
              P.O.
                Box 3140

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              2,501,320

            	 	
              7,000,000

            	 	
              4.32

            	
              %

            	
              √

            	 
	
              Starr
                International Investments Limited

            	 	
              Bermuda
                Commercial Bank

              Building

              19
                Par Laville Road

              Hamilton
                HM11

              Bermuda

            	 	
              964,116

            	 	
              2,698,100

            	 	
              1.67

            	
              %

            	 	 
	
              The
                China Development Capital Partnership Master Fund LP

            	 	
              Washington
                Mall I

              Phase
                I, 22 Church Street

              Hamilton
                HM 11

              Bermuda

            	 	
              1,124,165

            	 	
              3,146,000

            	 	
              1.94

            	
              %

            	 	 
	
              Time
                Region Holdings Limited

            	 	
              3401,
                Block C

              62G
                Conduit Road

              Hong
                Kong

            	 	
              409,216

            	 	
              1,145,200

            	 	
              0.71

            	
              %

            	
              √

            	 
	
              Time
                Galaxy Limited

            	 	
              P.O.
                Box 957

              Offshore
                Incorporations Centre

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              409,216

            	 	
              1,145,200

            	 	
              0.71

            	
              %

            	
              √

            	 
	
              Weixiao
                Medical Technology Limited

            	 	
              P.O.
                Box 3321

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	
              1,786,657

            	 	
              5,000,000

            	 	
              3.09

            	
              %

            	
              √

            	 
	
              Total
                No. of shares

            	
                

            	 	
                

            	
              57,851,240

            	
                

            	
              161,898,000

            	
                

            	
              100.00

            	
              %

            	 	 


    

     

    
      
        
        

      

      
        76