Subscription
      Agreement

    


    As
      of
      June 26, 2006

    


    To
      the
      Board of Directors of 

    Pantheon
      China Acquisition Corp.:

    


    Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase ______ Warrants
      (“Insider Warrants”) at $0.60 per Insider Warrant, of Pantheon China Acquisition
      Corp. (the “Corporation”) for an aggregate purchase price of $______ (“Purchase
      Price”). The purchase and issuance of the Insider Warrants shall occur
      simultaneously with the consummation of the Corporation’s initial public
      offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital,
      Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private
      placement basis and not part of the IPO. 

    


    At
      least
      24 hours prior to the effective date of the registration statement filed in
      connection with the IPO (“Registration Statement”), the undersigned shall
      deliver the Purchase Price to Graubard Miller to hold in a non-interest bearing
      account until the Corporation consummates the IPO. Simultaneously with the
      consummation of the IPO, Graubard Miller (“GM”) shall deposit the Purchase
      Price, without interest or deduction, into the trust fund (“Trust Fund”)
      established by the Corporation for the benefit of the Corporation’s public
      stockholders as described in the Corporation’s Registration Statement, pursuant
      to the terms of an Investment Management Trust Agreement to be entered into
      between the Corporation and Continental Stock Transfer & Trust Company. In
      the event that the IPO is not consummated within 14 days of the date the
      Purchase Price is delivered to GM, GM shall return the Purchase Price to the
      undersigned, without interest or deduction.

    


    The
      undersigned represents and warrants that she has been advised that the Insider
      Warrants have not been registered under the Securities Act; that she is
      acquiring the Insider Warrants for her account for investment purposes only;
      that she has no present intention of selling or otherwise disposing of the
      Insider Warrants in violation of the securities laws of the United States;
      that
      she is an “accredited investor” as defined by Rule 501 of Regulation D
      promulgated under the Securities Act of 1933, as amended (the “Securities Act”);
      and that she is familiar with the proposed business, management, financial
      condition and affairs of the Corporation.

    


    Moreover,
      the undersigned agrees that she shall not sell or transfer the Insider Warrants
      or any underlying securities until after the Corporation consummates a merger,
      capital stock exchange, asset acquisition or other similar business combination
      with an operating business (“Business Combination”) and acknowledges that the
      certificates for such Insider Warrants shall contain a legend indicating such
      restriction on transferability. 

    


    The
      Company hereby acknowledges and agrees that, in the event the Company calls
      the
      Warrants for redemption pursuant to that certain Warrant Agreement to be entered
      into by the Company and Continental Stock Transfer & Trust Company in
      connection with the Company’s IPO, the Company shall allow the undersigned to
      exercise any Insider Warrants by surrendering such Warrants for that number
      of
      shares of Common Stock equal to the quotient obtained by dividing (x) the
      product of the number of shares of Common Stock underlying the Warrant,
      multiplied by the difference between the Warrant exercise price and the “Fair
      Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
      Value” shall mean the average reported last sale price of the Common Stock for
      the 10 trading days ending on the third trading day prior to the date on which
      the notice of redemption is sent to holders of Warrants.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    The
      terms
      of this agreement and the restriction on transfers with respect to the Insider
      Warrants may not be amended without the prior written consent of
      EBC.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

               

               

            
	 	
              
 


    

     

    Agreed
      to:

    


    Pantheon
      China Acquisition Corp.

    


    


    By: ________________________________

    Name:
      Mark D. Chen

    Title:
      Chief Executive Officer

    


    Graubard
      Miller

     

    


    By:
      ________________________________

    Name:
      David Alan Miller

    Title:
      Managing Partner

    


    EarlyBirdCapital,
      Inc.


    


    


    By:
      ________________________________

    Name:
      Steven Levine

    Title:
      Managing Director