REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      entered into as of the ___ day of _____, 2006, by and among Pantheon China
      Acquisition Corporation, a Delaware corporation (the “Company”)
      and
      the undersigned parties listed under Investor on the signature page hereto
      (each, an “Investor”
and
      collectively, the “Investors”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company;

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of shares of Common
      Stock held by them;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1. DEFINITIONS.
      The
      following capitalized terms used herein have the following
      meanings:

     

    “Agreement”
means
      this Agreement, as amended, restated, supplemented, or otherwise modified from
      time to time.

     

    “Commission”
means
      the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “Common
      Stock”
means
      the common stock, par value $0.0001 per share, of the Company.

     

    “Company”
is
      defined in the preamble to this Agreement.

     

    “Demand
      Registration”
is
      defined in Section 2.1.1.

     

    “Demanding
      Holder”
is
      defined in Section 2.1.1.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “Form
      S-3”
is
      defined in Section 2.3.

     

    “Indemnified
      Party”
is
      defined in Section 4.3.

     

    “Indemnifying
      Party”
is
      defined in Section 4.3.

     

    “Investor”
is
      defined in the preamble to this Agreement.

     

    “Investor
      Indemnified Party”
is
      defined in Section 4.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Maximum
      Number of Shares”
is
      defined in Section 2.1.4.

     

    “Notices”
is
      defined in Section 6.3.

     

    “Piggy-Back
      Registration”
is
      defined in Section 2.2.1.

     

    “Register,”
      “Registered”
      and
“Registration”
mean
      a
      registration effected by preparing and filing a registration statement or
      similar document in compliance with the requirements of the Securities Act,
      and
      the applicable rules and regulations promulgated thereunder, and such
      registration statement becoming effective.

     

    “Registrable
      Securities”
mean
      all of the shares of Common Stock owned or held by Investors. Registrable
      Securities include any warrants, shares of capital stock or other securities
      of
      the Company issued as a dividend or other distribution with respect to or in
      exchange for or in replacement of such shares of Common Stock. As to any
      particular Registrable Securities, such securities shall cease to be Registrable
      Securities when: (a) a Registration Statement with respect to the sale of such
      securities shall have become effective under the Securities Act and such
      securities shall have been sold, transferred, disposed of or exchanged in
      accordance with such Registration Statement; (b) such securities shall have
      been
      otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d)
      the Securities and Exchange Commission makes a definitive determination to
      the
      Company that the Registrable Securities are salable under Rule
      144(k).

     

    “Registration
      Statement”
means
      a
      registration statement filed by the Company with the Commission in compliance
      with the Securities Act and the rules and regulations promulgated thereunder
      for
      a public offering and sale of Common Stock (other than a registration statement
      on Form S-4 or Form S-8, or their successors, or any registration statement
      covering only securities proposed to be issued in exchange for securities or
      assets of another entity).

     

    “Release
      Date”
means
      the date on which shares of Common Stock are disbursed from escrow pursuant
      to
      Section 3 of that certain Stock Escrow Agreement dated as of _______________,
      2006 by and among the parties hereto and Continental Stock Transfer & Trust
      Company.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations of the
      Commission promulgated thereunder, all as the same shall be in effect at the
      time.

     

    “Underwriter”
means
      a
      securities dealer who purchases any Registrable Securities as principal in
      an
      underwritten offering and not as part of such dealer’s market-making
      activities.

     

    2. REGISTRATION
      RIGHTS.

     

    2.1
      Demand
      Registration.

     

    
      
        
        

      

      
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    2.1.1.
      Request
      for Registration.
      At any
      time and from time to time on or after the Release Date, the holders of a
      majority-in-interest of the Registrable Securities held by the Investors or
      the
      transferees of the Investors, may make a written demand for registration under
      the Securities Act of all or part of their Registrable Securities (a
“Demand
      Registration”).
      Any
      demand for a Demand Registration shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand, and each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including shares of Registrable Securities
      in such registration, a “Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon any such request, the Demanding Holders
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 2.1.4 and the provisos set forth in Section
      3.1.1. The Company shall not be obligated to effect more than an aggregate
      of
      two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable
      Securities.

     

    2.1.2.
      Effective
      Registration.
      A
      registration will not count as a Demand Registration until the Registration
      Statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such Registration Statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the Registration Statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii)
      a majority-in-interest of the Demanding Holders thereafter elect to continue
      the
      offering; provided, further, that the Company shall not be obligated to file
      a
      second Registration Statement until a Registration Statement that has been
      filed
      is counted as a Demand Registration or is terminated.

     

    2.1.3.
      Underwritten
      Offering.
      If a
      majority-in-interest of the Demanding Holders so elect and such holders so
      advise the Company as part of their written demand for a Demand Registration,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of an underwritten offering. In such event, the right
      of
      any holder to include its Registrable Securities in such registration shall
      be
      conditioned upon such holder’s participation in such underwriting and the
      inclusion of such holder’s Registrable Securities in the underwriting to the
      extent provided herein. All Demanding Holders proposing to distribute their
      securities through such underwriting shall enter into an underwriting agreement
      in customary form with the Underwriter or Underwriters selected for such
      underwriting by a majority-in-interest of the holders initiating the Demand
      Registration.

     

    2.1.4.
      Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other shares of Common
      Stock or other securities which the Company desires to sell and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      written contractual piggy-back registration rights held by other stockholders
      of
      the Company who desire to sell, exceeds the maximum dollar amount or maximum
      number of shares that can be sold in such offering without adversely affecting
      the proposed offering price, the timing, the distribution method, or the
      probability of success of such offering (such maximum dollar amount or maximum
      number of shares, as applicable, the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata in accordance with the number of shares that each such Person
      has requested be included in such registration, regardless of the number of
      shares held by each such Person (such proportion is referred to herein as
      "Pro
      Rata"))
      that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (iii) third, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clauses (i) and (ii), the shares of Common
      Stock or other securities registrable pursuant to the terms of the Unit Purchase
      Option issued to EarlyBirdCapital, Inc. or its designees in connection with
      the
      Company’s initial public offering (the “Unit
      Purchase Option”
and
      such registrable securities, the "Option
      Securities")
      as to
      which "piggy-back" registration has been requested by the holders thereof,
      Pro
      Rata, that can be sold without exceeding the Maximum Number of Shares; and
      (iv)
      fourth, to the extent that the Maximum Number of Shares have not been reached
      under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock
      or
      other securities for the account of other persons that the Company is obligated
      to register pursuant to written contractual arrangements with such persons
      and
      that can be sold without exceeding the Maximum Number of Shares.

     

    
      
        
        

      

      
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    2.1.5.
      Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 2.1.

     

    2.2
      Piggy-Back
      Registration.

     

    2.2.1.
      Piggy-Back
      Rights.
      If at
      any time on or after the Release Date the Company proposes to file a
      Registration Statement under the Securities Act with respect to an offering
      of
      equity securities, or securities or other obligations exercisable or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for stockholders of the Company for their account (or by the
      Company and by stockholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      stockholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing Underwriter or
      Underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing Underwriter
      or
      Underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration on the same
      terms and conditions as any similar securities of the Company and to permit
      the
      sale or other disposition of such Registrable Securities in accordance with
      the
      intended method(s) of distribution thereof. All holders of Registrable
      Securities proposing to distribute their securities through a Piggy-Back
      Registration that involves an Underwriter or Underwriters shall enter into
      an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such Piggy-Back Registration.

     

    
      
        
        

      

      
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    2.2.2.
      Reduction
      of Offering.
      If the
      managing Underwriter or Underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      which the Company desires to sell, taken together with shares of Common Stock,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section 2.2, and the shares of Common Stock, if any,
      as to which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other stockholders of the Company, exceeds
      the
      Maximum Number of Shares, then the Company shall include in any such
      registration:

     

    a) If
      the
      registration is undertaken for the Company’s account: (A) first, the shares of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock or other securities, if any, comprised
      of
      Registrable Securities and Option Securities, as to which registration has
      been
      requested pursuant to the applicable written contractual piggy-back registration
      rights of such security holders, Pro Rata, that can be sold without exceeding
      the Maximum Number of Shares; and (C) third, to the extent that the Maximum
      Number of shares has not been reached under the foregoing clauses (A) and (B),
      the shares of Common Stock or other securities for the account of other persons
      that the Company is obligated to register pursuant to written contractual
      piggy-back registration rights with such persons and that can be sold without
      exceeding the Maximum Number of Shares; 

     

    b) If
      the
      registration is a “demand” registration undertaken at the demand of holders of
      Option Securities, (A) first, the shares of Common Stock or other securities
      for
      the account of the demanding persons, Pro Rata, that can be sold without
      exceeding the Maximum Number of Shares; (B) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (A),
      the shares of Common Stock or other securities that the Company desires to
      sell
      that can be sold without exceeding the Maximum Number of Shares; (C) third,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata,
      as to which registration has been requested pursuant to the terms hereof, that
      can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A), (B) and (C), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares; and

     

    
      
        
        

      

      
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    c) 
      If the
      registration is a “demand” registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Option Securities,
      (A) first, the shares of Common Stock or other securities for the account of
      the
      demanding persons that can be sold without exceeding the Maximum Number of
      Shares; (B) second, to the extent that the Maximum Number of Shares has not
      been
      reached under the foregoing clause (A), the shares of Common Stock or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clauses (A) and (B),
      collectively the shares of Common Stock or other securities comprised of
      Registrable Securities and Option Securities, Pro Rata, as to which registration
      has been requested pursuant to the terms hereof and of the Unit Purchase Option,
      as applicable, that can be sold without exceeding the Maximum Number of Shares;
      and (D) fourth, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clauses (A), (B) and (C), the shares of Common
      Stock
      or other securities for the account of other persons that the Company is
      obligated to register pursuant to written contractual arrangements with such
      persons, that can be sold without exceeding the Maximum Number of
      Shares.

     

    2.2.3.
      Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the Registration Statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 3.3.

     

    
      
        
        

      

      
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    2.3
      Registrations
      on Form S-3.
      The
      holders of Registrable Securities may at any time and from time to time, request
      in writing that the Company register the resale of any or all of such
      Registrable Securities on Form S-3 or any similar short-form registration which
      may be available at such time (“Form
      S-3”);
      provided, however, that the Company shall not be obligated to effect such
      request through an underwritten offering. Upon receipt of such written request,
      the Company will promptly give written notice of the proposed registration
      to
      all other holders of Registrable Securities, and, as soon as practicable
      thereafter, effect the registration of all or such portion of such holder’s or
      holders’ Registrable Securities as are specified in such request, together with
      all or such portion of the Registrable Securities or other securities of the
      Company, if any, of any other holder or holders joining in such request as
      are
      specified in a written request given within fifteen (15) days after receipt
      of
      such written notice from the Company; provided, however, that the Company shall
      not be obligated to effect any such registration pursuant to this Section 2.3:
      (i) if Form S-3 is not available for such offering; or (ii) if the holders
      of
      the Registrable Securities, together with the holders of any other securities
      of
      the Company entitled to inclusion in such registration, propose to sell
      Registrable Securities and such other securities (if any) at any aggregate
      price
      to the public of less than $500,000. Registrations effected pursuant to this
      Section 2.3 shall not be counted as Demand Registrations effected pursuant
      to
      Section 2.1.

     

    3. REGISTRATION
      PROCEDURES.

     

    3.1
      Filings;
      Information.
      Whenever the Company is required to effect the registration of any Registrable
      Securities pursuant to Section 2, the Company shall use its best efforts to
      effect the registration and sale of such Registrable Securities in accordance
      with the intended method(s) of distribution thereof as expeditiously as
      practicable, and in connection with any such request:

     

    3.1.1.
      Filing
      Registration Statement.
      The
      Company shall use its best efforts to, as expeditiously as possible and in
      any
      event within sixty (60) days after receipt of a request for a Demand
      Registration pursuant to Section 2.1, prepare and file with the Commission
      a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall use
      its best efforts to cause such Registration Statement to become effective and
      use its best efforts to keep it effective for the period required by Section
      3.1.3; provided, however, that the Company shall have the right to defer any
      Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
      for such period as may be applicable to deferment of any demand registration
      to
      which such Piggy-Back Registration relates, in each case if the Company shall
      furnish to the holders a certificate signed by the Chief Executive Officer
      or
      Vice Chairman of the Company stating that, in the good faith judgment of the
      Board of Directors of the Company, it would be materially detrimental to the
      Company and its stockholders for such Registration Statement to be effected
      at
      such time; provided further, however, that the Company shall not have the right
      to exercise the right set forth in the immediately preceding proviso more than
      once in any 365-day period in respect of a Demand Registration
      hereunder.

     

    
      
        
        

      

      
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    3.1.2.
      Copies.
      The
      Company shall, prior to filing a Registration Statement or prospectus, or any
      amendment or supplement thereto, furnish without charge to the holders of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3.
      Amendments
      and Supplements.
      The
      Company shall prepare and file with the Commission such amendments, including
      post-effective amendments, and supplements to such Registration Statement and
      the prospectus used in connection therewith as may be necessary to keep such
      Registration Statement effective and in compliance with the provisions of the
      Securities Act until all Registrable Securities and other securities covered
      by
      such Registration Statement have been disposed of in accordance with the
      intended method(s) of distribution set forth in such Registration Statement
      (which period shall not exceed the sum of one hundred eighty (180) days plus
      any
      period during which any such disposition is interfered with by any stop order
      or
      injunction of the Commission or any governmental agency or court) or such
      securities have been withdrawn.

     

    3.1.4.
      Notification.
      After
      the filing of a Registration Statement, the Company shall promptly, and in
      no
      event more than two (2) business days after such filing, notify the holders
      of
      Registrable Securities included in such Registration Statement of such filing,
      and shall further notify such holders promptly and confirm such advice in
      writing in all events within two (2) business days of the occurrence of any
      of
      the following: (i) when such Registration Statement becomes effective; (ii)
      when
      any post-effective amendment to such Registration Statement becomes effective;
      (iii) the issuance or threatened issuance by the Commission of any stop order
      (and the Company shall take all actions required to prevent the entry of such
      stop order or to remove it if entered); and (iv) any request by the Commission
      for any amendment or supplement to such Registration Statement or any prospectus
      relating thereto or for additional information or of the occurrence of an event
      requiring the preparation of a supplement or amendment to such prospectus so
      that, as thereafter delivered to the purchasers of the securities covered by
      such Registration Statement, such prospectus will not contain an untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      and
      promptly make available to the holders of Registrable Securities included in
      such Registration Statement any such supplement or amendment; except that before
      filing with the Commission a Registration Statement or prospectus or any
      amendment or supplement thereto, including documents incorporated by reference,
      the Company shall furnish to the holders of Registrable Securities included
      in
      such Registration Statement and to the legal counsel for any such holders,
      copies of all such documents proposed to be filed sufficiently in advance of
      filing to provide such holders and legal counsel with a reasonable opportunity
      to review such documents and comment thereon, and the Company shall not file
      any
      Registration Statement or prospectus or amendment or supplement thereto,
      including documents incorporated by reference, to which such holders or their
      legal counsel shall object.

     

    
      
        
        

      

      
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    3.1.5.
      State
      Securities Laws Compliance.
      The
      Company shall use its best efforts to (i) register or qualify the Registrable
      Securities covered by the Registration Statement under such securities or “blue
      sky” laws of such jurisdictions in the United States as the holders of
      Registrable Securities included in such Registration Statement (in light of
      their intended plan of distribution) may request and (ii) take such action
      necessary to cause such Registrable Securities covered by the Registration
      Statement to be registered with or approved by such other Governmental
      Authorities as may be necessary by virtue of the business and operations of
      the
      Company and do any and all other acts and things that may be necessary or
      advisable to enable the holders of Registrable Securities included in such
      Registration Statement to consummate the disposition of such Registrable
      Securities in such jurisdictions; provided, however, that the Company shall
      not
      be required to qualify generally to do business in any jurisdiction where it
      would not otherwise be required to qualify but for this paragraph or subject
      itself to taxation in any such jurisdiction.

     

    3.1.6.
      Agreements
      for Disposition.
      The
      Company shall enter into customary agreements (including, if applicable, an
      underwriting agreement in customary form) and take such other actions as are
      reasonably required in order to expedite or facilitate the disposition of such
      Registrable Securities. The representations, warranties and covenants of the
      Company in any underwriting agreement which are made to or for the benefit
      of
      any Underwriters, to the extent applicable, shall also be made to and for the
      benefit of the holders of Registrable Securities included in such registration
      statement. No holder of Registrable Securities included in such registration
      statement shall be required to make any representations or warranties in the
      underwriting agreement except, if applicable, with respect to such holder’s
      organization, good standing, authority, title to Registrable Securities, lack
      of
      conflict of such sale with such holder’s material agreements and organizational
      documents, and with respect to written information relating to such holder
      that
      such holder has furnished in writing expressly for inclusion in such
      Registration Statement.

     

    3.1.7.
      Cooperation.
      The
      principal executive officer of the Company, the principal financial officer
      of
      the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8.
      Records.
      The
      Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

     

    3.1.9.
      Opinions
      and Comfort Letters.
      The
      Company shall furnish to each holder of Registrable Securities included in
      any
      Registration Statement a signed counterpart, addressed to such holder, of (i)
      any opinion of counsel to the Company delivered to any Underwriter and (ii)
      any
      comfort letter from the Company’s independent public accountants delivered to
      any Underwriter. In the event no legal opinion is delivered to any Underwriter,
      the Company shall furnish to each holder of Registrable Securities included
      in
      such Registration Statement, at any time that such holder elects to use a
      prospectus, an opinion of counsel to the Company to the effect that the
      Registration Statement containing such prospectus has been declared effective
      and that no stop order is in effect.

     

    
      
        
        

      

      
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    3.1.10.
      Earnings
      Statement.
      The
      Company shall comply with all applicable rules and regulations of the Commission
      and the Securities Act, and make available to its stockholders, as soon as
      practicable, an earnings statement covering a period of twelve (12) months,
      beginning within three (3) months after the effective date of the registration
      statement, which earnings statement shall satisfy the provisions of Section
      11(a) of the Securities Act and Rule 158 thereunder.

     

    3.1.11.
      Listing.
      The
      Company shall use its best efforts to cause all Registrable Securities included
      in any registration to be listed on such exchanges or otherwise designated
      for
      trading in the same manner as similar securities issued by the Company are
      then
      listed or designated or, if no such similar securities are then listed or
      designated, in a manner satisfactory to the holders of a majority of the
      Registrable Securities included in such registration.

     

    3.2
      Obligation
      to Suspend Distribution.
      Upon
      receipt of any notice from the Company of the happening of any event of the
      kind
      described in Section 3.1.4(iv), or, in the case of a resale registration on
      Form
      S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant
      to a written insider trading compliance program adopted by the Company’s Board
      of Directors, of the ability of all “insiders” covered by such program to
      transact in the Company’s securities because of the existence of material
      non-public information, each holder of Registrable Securities included in any
      registration shall immediately discontinue disposition of such Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such holder receives the supplemented or amended prospectus
      contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable,
      and, if so directed by the Company, each such holder will deliver to the Company
      all copies, other than permanent file copies then in such holder’s possession,
      of the most recent prospectus covering such Registrable Securities at the time
      of receipt of such notice.

     

    3.3
      Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with any Demand
      Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
      to
      Section 2.2, and any registration on Form S-3 effected pursuant to Section
      2.3,
      and all expenses incurred in performing or complying with its other obligations
      under this Agreement, whether or not the Registration Statement becomes
      effective, including, without limitation: (i) all registration and filing fees;
      (ii) fees and expenses of compliance with securities or “blue sky” laws
      (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities); (iii) printing expenses; (iv)
      the
      Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities as required by Section
      3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
      of
      any special experts retained by the Company in connection with such registration
      and (ix) the fees and expenses of one legal counsel selected by the holders
      of a
      majority-in-interest of the Registrable Securities included in such
      registration. The Company shall have no obligation to pay any underwriting
      discounts or selling commissions attributable to the Registrable Securities
      being sold by the holders thereof, which underwriting discounts or selling
      commissions shall be borne by such holders. Additionally, in an underwritten
      offering, all selling stockholders and the Company shall bear the expenses
      of
      the underwriter pro rata in proportion to the respective amount of shares each
      is selling in such offering.

     

    
      
        
        

      

      
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    3.4
      Information.
      The
      holders of Registrable Securities shall provide such information as may
      reasonably be requested by the Company, or the managing Underwriter, if any,
      in
      connection with the preparation of any Registration Statement, including
      amendments and supplements thereto, in order to effect the registration of
      any
      Registrable Securities under the Securities Act pursuant to Section 2 and in
      connection with the Company’s obligation to comply with federal and applicable
      state securities laws.

     

    4. INDEMNIFICATION
      AND CONTRIBUTION.

     

    4.1
      Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Investor and each other
      holder of Registrable Securities, and each of their respective officers,
      employees, affiliates, directors, partners, members, attorneys and agents,
      and
      each person, if any, who controls an Investor and each other holder of
      Registrable Securities (within the meaning of Section 15 of the Securities
      Act
      or Section 20 of the Exchange Act) (each, an “Investor
      Indemnified Party”),
      from
      and against any expenses, losses, judgments, claims, damages or liabilities,
      whether joint or several, arising out of or based upon any untrue statement
      (or
      allegedly untrue statement) of a material fact contained in any Registration
      Statement under which the sale of such Registrable Securities was registered
      under the Securities Act, any preliminary prospectus, final prospectus or
      summary prospectus contained in the Registration Statement, or any amendment
      or
      supplement to such Registration Statement, or arising out of or based upon
      any
      omission (or alleged omission) to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading, or any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated thereunder applicable to the Company and relating to action or
      inaction required of the Company in connection with any such registration;
      and
      the Company shall promptly reimburse the Investor Indemnified Party for any
      legal and any other expenses reasonably incurred by such Investor Indemnified
      Party in connection with investigating and defending any such expense, loss,
      judgment, claim, damage, liability or action; provided, however, that the
      Company will not be liable in any such case to the extent that any such expense,
      loss, claim, damage or liability arises out of or is based upon any untrue
      statement or allegedly untrue statement or omission or alleged omission made
      in
      such Registration Statement, preliminary prospectus, final prospectus, or
      summary prospectus, or any such amendment or supplement, in reliance upon and
      in
      conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

     

    
      
        
        

      

      
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    4.2
      Indemnification
      by Holders of Registrable Securities.
      Each
      selling holder of Registrable Securities will, in the event that any
      registration is being effected under the Securities Act pursuant to this
      Agreement of any Registrable Securities held by such selling holder, indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any), and each other selling holder and each other person,
      if
      any, who controls another selling holder or such underwriter within the meaning
      of the Securities Act, against any losses, claims, judgments, damages or
      liabilities, whether joint or several, insofar as such losses, claims,
      judgments, damages or liabilities (or actions in respect thereof) arise out
      of
      or are based upon any untrue statement or allegedly untrue statement of a
      material fact contained in any Registration Statement under which the sale
      of
      such Registrable Securities was registered under the Securities Act, any
      preliminary prospectus, final prospectus or summary prospectus contained in
      the
      Registration Statement, or any amendment or supplement to the Registration
      Statement, or arise out of or are based upon any omission or the alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statement therein not misleading, if the statement or omission was
      made
      in reliance upon and in conformity with information furnished in writing to
      the
      Company by such selling holder expressly for use therein, and shall reimburse
      the Company, its directors and officers, and each other selling holder or
      controlling person for any legal or other expenses reasonably incurred by any
      of
      them in connection with investigation or defending any such loss, claim, damage,
      liability or action. Each selling holder’s indemnification obligations hereunder
      shall be several and not joint and shall be limited to the amount of any net
      proceeds actually received by such selling holder.

     

    4.3
      Conduct
      of Indemnification Proceedings.
      Promptly after receipt by any person of any notice of any loss, claim, damage
      or
      liability or any action in respect of which indemnity may be sought pursuant
      to
      Section 4.1 or 4.2, such person (the “Indemnified
      Party”)
      shall,
      if a claim in respect thereof is to be made against any other person for
      indemnification hereunder, notify such other person (the “Indemnifying
      Party”)
      in
      writing of the loss, claim, judgment, damage, liability or action; provided,
      however, that the failure by the Indemnified Party to notify the Indemnifying
      Party shall not relieve the Indemnifying Party from any liability which the
      Indemnifying Party may have to such Indemnified Party hereunder, except and
      solely to the extent the Indemnifying Party is actually prejudiced by such
      failure. If the Indemnified Party is seeking indemnification with respect to
      any
      claim or action brought against the Indemnified Party, then the Indemnifying
      Party shall be entitled to participate in such claim or action, and, to the
      extent that it wishes, jointly with all other Indemnifying Parties, to assume
      control of the defense thereof with counsel satisfactory to the Indemnified
      Party. After notice from the Indemnifying Party to the Indemnified Party of
      its
      election to assume control of the defense of such claim or action, the
      Indemnifying Party shall not be liable to the Indemnified Party for any legal
      or
      other expenses subsequently incurred by the Indemnified Party in connection
      with
      the defense thereof other than reasonable costs of investigation; provided,
      however, that in any action in which both the Indemnified Party and the
      Indemnifying Party are named as defendants, the Indemnified Party shall have
      the
      right to employ separate counsel (but no more than one such separate counsel)
      to
      represent the Indemnified Party and its controlling persons who may be subject
      to liability arising out of any claim in respect of which indemnity may be
      sought by the Indemnified Party against the Indemnifying Party, with the fees
      and expenses of such counsel to be paid by such Indemnifying Party if, based
      upon the written opinion of counsel of such Indemnified Party, representation
      of
      both parties by the same counsel would be inappropriate due to actual or
      potential differing interests between them. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, consent to entry of judgment
      or effect any settlement of any claim or pending or threatened proceeding in
      respect of which the Indemnified Party is or could have been a party and
      indemnity could have been sought hereunder by such Indemnified Party, unless
      such judgment or settlement includes an unconditional release of such
      Indemnified Party from all liability arising out of such claim or
      proceeding.

     

    
      
        
        

      

      
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    4.4
      Contribution.

     

    4.4.1.
      If
      the
      indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2.
      The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding Section

     

    4.4.3.
      The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall be
      required to contribute any amount in excess of the dollar amount of the net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable Securities
      which gave rise to such contribution obligation. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.

     

    5. UNDERWRITING
      AND DISTRIBUTION.

     

    5.1
      Rule
      144.
      The
      Company covenants that it shall file any reports required to be filed by it
      under the Securities Act and the Exchange Act and shall take such further action
      as the holders of Registrable Securities may reasonably request, all to the
      extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission.

     

    
      
        
        

      

      
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    6. MISCELLANEOUS.

     

    6.1
      Other
      Registration Rights.
      Except
      with respect to those securities issued or issuable upon exercise of that
      certain Unit Purchase Option to be issued to EarlyBirdCapital, Inc. or its
      designees in connection with the Company’s initial public offering in _______
      2006, the Company represents and warrants that no person, other than a holder
      of
      the Registrable Securities, has any right to require the Company to register
      any
      shares of the Company’s capital stock for sale or to include shares of the
      Company’s capital stock in any registration filed by the Company for the sale of
      shares of capital stock for its own account or for the account of any other
      person.

     

    6.2
      Assignment;
      No Third Party Beneficiaries.
      This
      Agreement and the rights, duties and obligations of the Company hereunder may
      not be assigned or delegated by the Company in whole or in part. This Agreement
      and the rights, duties and obligations of the holders of Registrable Securities
      hereunder may be freely assigned or delegated by such holder of Registrable
      Securities in conjunction with and to the extent of any transfer of Registrable
      Securities by any such holder. This Agreement and the provisions hereof shall
      be
      binding upon and shall inure to the benefit of each of the parties, to
      EarlyBirdCapital, Inc. and its successors and the permitted assigns of the
      Investor or holder of Registrable Securities or of any assignee of the Investor
      or holder of Registrable Securities. This Agreement is not intended to confer
      any rights or benefits on any persons that are not party hereto other than as
      expressly set forth in Article 4 and this Section 6.2.

     

    6.3
      Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively, “Notices”)
      required or permitted to be given hereunder or which are given with respect
      to
      this Agreement shall be in writing and shall be personally served, delivered
      by
      reputable air courier service with charges prepaid, or transmitted by hand
      delivery, telegram, telex or facsimile, addressed as set forth below, or to
      such
      other address as such party shall have specified most recently by written
      notice. Notice shall be deemed given on the date of service or transmission
      if
      personally served or transmitted by telegram, telex or facsimile; provided,
      that
      if such service or transmission is not on a business day or is after normal
      business hours, then such notice shall be deemed given on the next business
      day.
      Notice otherwise sent as provided herein shall be deemed given on the next
      business day following timely delivery of such notice to a reputable air courier
      service with an order for next-day delivery.

     

    To
      the
      Company:

     

    Jaguar
      Acquisition Corporation 

    1200
      River Road, Suite 1302

    Conshohocken,
      Pennsylvania 19428

    Attn: Chairman

    


    
      
        
        

      

      
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    with
      a
      copy to:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue 

    New
      York
      NY 10174

    Attn: David
      Alan Miller, Esq.

    


    To
      an
      Investor, to:


    


    6.4
      Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible that is
      valid and enforceable.

     

    6.5
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.6
      Entire
      Agreement.
      This
      Agreement (including all agreements entered into pursuant hereto and all
      certificates and instruments delivered pursuant hereto and thereto) constitute
      the entire agreement of the parties with respect to the subject matter hereof
      and supersede all prior and contemporaneous agreements, representations,
      understandings, negotiations and discussions between the parties, whether oral
      or written.

     

    6.7
      Modifications
      and Amendments.
      No
      amendment, modification or termination of this Agreement shall be binding upon
      any party unless executed in writing by such party. Notwithstanding the
      foregoing, any and all parties must obtain the written consent of
      EarlyBirdCapital, Inc. to amend or modify this Agreement.

     

    6.8
      Titles
      and Headings.
      Titles
      and headings of sections of this Agreement are for convenience only and shall
      not affect the construction of any provision of this Agreement.

     

    6.9
      Waivers
      and Extensions.
      Any
      party to this Agreement may waive any right, breach or default which such party
      has the right to waive, provided that such waiver will not be effective against
      the waiving party unless it is in writing, is signed by such party, and
      specifically refers to this Agreement. Waivers may be made in advance or after
      the right waived has arisen or the breach or default waived has occurred. Any
      waiver may be conditional. No waiver of any breach of any agreement or provision
      herein contained shall be deemed a waiver of any preceding or succeeding breach
      thereof nor of any other agreement or provision herein contained. No waiver
      or
      extension of time for performance of any obligations or acts shall be deemed
      a
      waiver or extension of the time for performance of any other obligations or
      acts.

     

    
      
        
        

      

      
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    6.10
      Remedies
      Cumulative.
      In the
      event that the Company fails to observe or perform any covenant or agreement
      to
      be observed or performed under this Agreement, the Investor or any other holder
      of Registrable Securities may proceed to protect and enforce its rights by
      suit
      in equity or action at law, whether for specific performance of any term
      contained in this Agreement or for an injunction against the breach of any
      such
      term or in aid of the exercise of any power granted in this Agreement or to
      enforce any other legal or equitable right, or to take any one or more of such
      actions, without being required to post a bond. None of the rights, powers
      or
      remedies conferred under this Agreement shall be mutually exclusive, and each
      such right, power or remedy shall be cumulative and in addition to any other
      right, power or remedy, whether conferred by this Agreement or now or hereafter
      available at law, in equity, by statute or otherwise.

     

    6.11
      Governing
      Law.
      This
      Agreement shall be governed by, interpreted under, and construed in accordance
      with the internal laws of the State of New York applicable to agreements made
      and to be performed within the State of New York, without giving effect to
      any
      choice-of-law provisions thereof that would compel the application of the
      substantive laws of any other jurisdiction.

     

    6.12
      Waiver
      of Trial by Jury.
      Each
      party hereby irrevocably and unconditionally waives the right to a trial by
      jury
      in any action, suit, counterclaim or other proceeding (whether based on
      contract, tort or otherwise) arising out of, connected with or relating to
      this
      Agreement, the transactions contemplated hereby, or the actions of the Investor
      in the negotiation, administration, performance or enforcement
      hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above.

     

     

    
      	 	
              PANTHEON
                CHINA

              ACQUISITION
                CORPORATION

            
	 	 
	 	 
	 	 
	 	
              By:
                

            
	 	 
	 	
              INITIAL
                STOCKHOLDERS:

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

    
      
        
        

      

      
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