THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) EARLYBIRDCAPITAL, INC. (“EBC”)
      OR AN
      UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA
      FIDE OFFICER OR PARTNER OF EBC OR OF ANY SUCH UNDERWRITER OR SELECTED
      DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      PANTHEON CHINA ACQUISITION CORP. (“COMPANY”)
      OF A
      MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS
      COMBINATION (“BUSINESS
      COMBINATION”)(AS
      DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN))
      OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
      ___________, 2011.

     

    UNIT
      PURCHASE OPTION

     

    FOR
      THE
      PURCHASE OF

     

    __________
      UNITS

     

    OF

     

    PANTHEON
      CHINA ACQUISITION CORP.

     

    1. Purchase
      Option.

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of
      ____________ (“Holder”),
      as
      registered owner of this Purchase Option, to Pantheon China Acquisition Corp.
      (“Company”),
      Holder is entitled, at any time or from time to time upon the later of the
      consummation of a Business Combination or ___________ __, 2007 (“Commencement
      Date”),
      and
      at or before 5:00 p.m., New York City local time, ________ __, 2011
      (“Expiration
      Date”),
      but
      not thereafter, to subscribe for, purchase and receive, in whole or in part,
      up
      to __________ (________) units (“Units”)
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $0.0001 per share (“Common
      Stock”),
      and
      two warrants (“Warrant(s)”)
      expiring four years from the effective date (“Effective
      Date”)
      of the
      registration statement (“Registration
      Statement”)
      pursuant to which Units are offered for sale to the public (“Offering”).
      Each
      Warrant is the same as the warrants included in the Units being registered
      for
      sale to the public by way of the Registration Statement (“Public
      Warrants”).
      If
      the Expiration Date is a day on which banking institutions are authorized by
      law
      to close, then this Purchase Option may be exercised on the next succeeding
      day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $____ per Unit so purchased; provided, however, that upon the
      occurrence of any of the events specified in Section 6 hereof, the rights
      granted by this Purchase Option, including the exercise price per Unit and
      the
      number of Units (and shares of Common Stock and Warrants) to be received upon
      such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending
      on the context.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., New York City local time, on the Expiration Date this Purchase Option
      shall become and be void without further force or effect, and all rights
      represented hereby shall cease and expire.

     

    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”) or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law.”

     

    2.3 Cashless
      Exercise.

     

    2.3.1 Determination
      of Amount.
      In
      lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Common Stock and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (“Cashless
      Exercise Right”)
      as
      follows: upon exercise of the Cashless Exercise Right, the Company shall deliver
      to the Holder (without payment by the Holder of any of the Exercise Price in
      cash) that number of Units (or that number of shares of Common Stock and
      Warrants comprising that number of Units) equal to the quotient obtained by
      dividing (x) the “Value” (as defined below) of the portion of the Purchase
      Option being converted by (y) the Current Market Value (as defined below).
      The
“Value” of the portion of the Purchase Option being converted shall equal the
      remainder derived from subtracting (a) (i) the Exercise Price multiplied by
      (ii)
      the number of Units underlying the portion of this Purchase Option being
      converted from (b) the Current Market Value of a Unit multiplied by the number
      of Units underlying the portion of the Purchase Option being converted. As
      used
      herein, the term “Current Market Value” per Unit at any date means: (A) in the
      event that neither the Units nor Public Warrants are still trading, the
      remainder derived from subtracting (x) the exercise price of the Warrants
      multiplied by the number of shares of Common Stock issuable upon exercise of
      the
      Warrants underlying one Unit from (y) (i) the Current Market Price of the Common
      Stock multiplied by (ii) the number of shares of Common Stock underlying one
      Unit, which shall include the shares of Common Stock underlying the Warrants
      included in such Unit; (B) in the event that the Units, Common Stock and Public
      Warrants are still trading, (i) if the Units are listed on a national securities
      exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or
      NASD
      OTC Bulletin Board (or successor exchange), the last sale price of the Units
      in
      the principal trading market for the Units as reported by the exchange, Nasdaq
      or the NASD, as the case may be, on the last trading day preceding the date
      in
      question; or (ii) if the Units are not listed on a national securities exchange
      or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD
      OTC
      Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for Units on the last trading
      day
      preceding the date in question for which such quotations are reported by the
      Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event
      that the Units are not still trading but the Common Stock and Public Warrants
      underlying the Units are still trading, the Current Market Price of the Common
      Stock plus the product of (x) the Current Market Price of the Public Warrants
      and (y) the number of shares of Common Stock underlying the Warrants included
      in
      one Unit. The “Current Market Price” shall mean (i) if the Common Stock (or
      Public Warrants, as the case may be) is listed on a national securities exchange
      or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC
      Bulletin Board (or successor exchange), the last sale price of the Common Stock
      (or Public Warrants) in the principal trading market for the Common Stock as
      reported by the exchange, Nasdaq or the NASD, as the case may be, on the last
      trading day preceding the date in question; (ii) if the Common Stock (or Public
      Warrants, as the case may be) is not listed on a national securities exchange
      or
      quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC
      Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for the Common Stock (or Public
      Warrants) on the last trading day preceding the date in question for which
      such
      quotations are reported by the Pink Sheets, LLC or similar publisher of such
      quotations; and (iii) if the fair market value of the Common Stock cannot be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith. In the event the Public
      Warrants have expired and are no longer exercisable, no “Value” shall be
      attributed to the Warrants underlying this Purchase Option. Additionally, in
      the
      event that this Purchase Option is exercised pursuant to this Section 2.3 and
      the Public Warrants are still trading, the “Value” shall be reduced by the
      difference between the Warrant Exercise Price and the exercise price of the
      Public Warrants multiplied by the number of Warrants underlying the Units
      included in the portion of this Purchase Option being converted.

     

    
      
        
        

      

      
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    2.3.1 Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Purchase Option with the duly executed exercise form attached hereto with
      the cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right.

     

    2.4
       No
      Obligation to Net Cash Settle.
      Notwithstanding anything to the contrary contained in this Purchase Option,
      in
      no event will the Company be required to net cash settle the exercise of the
      Purchase Option or the Warrants underlying the Purchase Option. The holder
      of
      the Purchase Option and the Warrants underlying the Purchase Option will not
      be
      entitled to exercise the Purchase Option or the Warrants underlying such
      Purchase Option unless a registration statement is effective, or an exemption
      from the registration requirements is available at such time and, if the holder
      is not able to exercise the Purchase Option or underlying Warrants, the Purchase
      Option and/or the underlying Warrants, as applicable, will expire
      worthless.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    3. Transfer.

     

    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
      for a period of one year following the Effective Date to anyone other than
      (i) EBC or an underwriter or selected dealer in connection with the
      Offering, or (ii) a bona fide officer or partner of EBC or of any such
      underwriter or selected dealer. On and after the first anniversary of the
      Effective Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any, payable in connection therewith. The
      Company shall within five business days transfer this Purchase Option on the
      books of the Company and shall execute and deliver a new Purchase Option or
      Purchase Options of like tenor to the appropriate assignee(s) expressly
      evidencing the right to purchase the aggregate number of Units purchasable
      hereunder or such portion of such number as shall be contemplated by any such
      assignment.

     

    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder
      that the securities may be transferred pursuant to an exemption from
      registration under the Act and applicable state securities laws, the
      availability of which is established to the reasonable satisfaction of the
      Company (the Company hereby agreeing that the opinion of Graubard Miller shall
      be deemed satisfactory evidence of the availability of an exemption), or
      (ii) a registration statement or a post-effective amendment to the
      Registration Statement relating to such securities has been filed by the Company
      and declared effective by the Securities and Exchange Commission (the
“Commission”)
      and
      compliance with applicable state securities law has been
      established.

     

    4. New
      Purchase Options to be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned.

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5. Registration
      Rights.

     

    5.1 Demand
      Registration.

     

    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (“Initial
      Demand Notice”)
      of the
      Holder(s) of at least 51% of the Purchase Options and/or the underlying Units
      and/or the underlying securities (“Majority
      Holders”),
      agrees to use its best efforts to register (the “Demand
      Registration”)
      under
      the Act on one occasion, all or any portion of the Purchase Options requested
      by
      the Majority Holders in the Initial Demand Notice and all of the securities
      underlying such Purchase Options, including the Units, Common Stock, the
      Warrants and the Common Stock underlying the Warrants (collectively, the
“Registrable
      Securities”).
      On
      such occasion, the Company will use its best efforts to file a registration
      statement or a post-effective amendment to the Registration Statement covering
      the Registrable Securities within sixty days after receipt of the Initial Demand
      Notice and use its best efforts to have such registration statement or
      post-effective amendment declared effective as soon as possible thereafter.
      The
      demand for registration may be made at any time during a period of five years
      beginning on the Effective Date. The Initial Demand Notice 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 the
      Purchase Options and/or Registrable Securities of the demand within ten days
      from the date of the receipt of any such Initial Demand Notice. 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 5.1.4.

     

    5.1.2 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.

     

    5.1.3 Underwritten
      Offering.
      If the
      Majority Holders so elect and such holders so advise the Company as part of
      the
      Initial Demand Notice, 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 the Majority Holders.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    5.1.4 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
      Registration Rights Agreement between the Company and the initial investors
      in
      the Company, dated as of _____________ __, 2006 (the “Registration
      Rights Agreement”
and
      such registrable securities, the “Investor
      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.

     

    5.1.5 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 the Company does not have to continue its obligations under
      Section 5.1 with respect to such proposed offering.

     

    5.1.6 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause (i) the Company to be obligated to qualify to do
      business in such state, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (ii) the principal
      stockholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. The Company shall use its best efforts to cause any
      registration statement or post-effective amendment filed pursuant to the demand
      rights granted under Section 5.1.1 to remain effective for a period of nine
      consecutive months from the effective date of such registration statement or
      post-effective amendment.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.2 Piggy-Back
      Registration.

     

    5.2.1 Piggy-Back
      Rights.
      If at
      any time during the seven year period commencing on the Effective Date the
      Company proposes to file a registration statement under the 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 5.1), 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.

     

    5.2.2 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 5.2, 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:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (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 Investor 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
      Investor 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

     

    (c) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Investor
      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 Investor Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof and of the
      Registration Rights Agreement, 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.

     

    
      
        
        

      

      
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    5.2.3 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 5.2.4.

     

    5.2.4 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities but the Holders shall pay any and all underwriting commissions
      related to the Registrable Securities. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen days written notice prior
      to
      the proposed date of filing of such registration statement. Such notice to
      the
      Holders shall continue to be given for each applicable registration statement
      filed (during the period in which the Purchase Option is exercisable) by the
      Company until such time as all of the Registrable Securities have been
      registered and sold. The Holders of the Registrable Securities shall exercise
      the “piggy-back” rights provided for herein by giving written notice, within ten
      days of the receipt of the Company’s notice of its intention to file a
      registration statement. The Company shall use its best efforts to cause any
      registration statement filed pursuant to the above “piggyback” rights to remain
      effective for at least nine months from the date that the Holders of the
      Registrable Securities are first given the opportunity to sell all of such
      securities.

     

    5.3 Intentionally
      Omitted.

     

    5.4 General
      Terms.

     

    5.4.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
      Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the underwriters contained in Section 5 of the Underwriting Agreement
      between the Company, EBC and the other underwriters named therein dated the
      Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
      to such registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys’ fees and other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the underwriters have agreed to indemnify the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.4.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.3 Documents
      Delivered to Holders.
      The
      Company shall furnish EBC, as representative of the Holders participating in
      any
      of the foregoing offerings, a signed counterpart, addressed to the participating
      Holders, of (i) an opinion of counsel to the Company, dated the effective date
      of such registration statement (and, if such registration includes an
      underwritten public offering, an opinion dated the date of the closing under
      any
      underwriting agreement related thereto), and (ii) a “cold comfort” letter dated
      the effective date of such registration statement (and, if such registration
      includes an underwritten public offering, a letter dated the date of the closing
      under the underwriting agreement) signed by the independent public accountants
      who have issued a report on the Company’s financial statements included in such
      registration statement, in each case covering substantially the same matters
      with respect to such registration statement (and the prospectus included
      therein) and, in the case of such accountants’ letter, with respect to events
      subsequent to the date of such financial statements, as are customarily covered
      in opinions of issuer’s counsel and in accountants’ letters delivered to
      underwriters in underwritten public offerings of securities. The Company shall
      also deliver promptly to EBC, as representative of the Holders participating
      in
      the offering, the correspondence and memoranda described below and copies of
      all
      correspondence between the Commission and the Company, its counsel or auditors
      and all memoranda relating to discussions with the Commission or its staff
      with
      respect to the registration statement and permit EBC, as representative of
      the
      Holders, to do such investigation, upon reasonable advance notice, with respect
      to information contained in or omitted from the registration statement as it
      deems reasonably necessary to comply with applicable securities laws or rules
      of
      the National Association of Securities Dealers, Inc. (“NASD”).
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as EBC, as representative of the Holders, shall reasonably request.
      The Company shall not be required to disclose any confidential information
      or
      other records to EBC, as representative of the Holders, or to any other person,
      until and unless such persons shall have entered into reasonable confidentiality
      agreements (in form and substance reasonably satisfactory to the Company),
      with
      the Company with respect thereto.

     

    5.4.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Section 5, which managing underwriter shall
      be
      reasonably acceptable to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders and their intended methods of distribution. Such Holders, however,
      shall agree to such covenants and indemnification and contribution obligations
      for selling stockholders as are customarily contained in agreements of that
      type
      used by the managing underwriter. Further, such Holders shall execute
      appropriate custody agreements and otherwise cooperate fully in the preparation
      of the registration statement and other documents relating to any offering
      in
      which they include securities pursuant to this Section 5. Each Holder shall
      also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    5.4.5 Rule
      144 Sale.
      Notwithstanding anything contained in this Section 5 to the contrary, the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 to use its
      best
      efforts to obtain the registration of Registrable Securities held by any Holder
      (i) where such Holder would then be entitled to sell under Rule 144 within
      any
      three-month period (or such other period prescribed under Rule 144 as may be
      provided by amendment thereof) all of the Registrable Securities then held
      by
      such Holder, and (ii) where the number of Registrable Securities held by such
      Holder is within the volume limitations under paragraph (e) of Rule 144
      (calculated as if such Holder were an affiliate within the meaning of Rule
      144).

     

    5.4.6 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the registration statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    
      
        
        

      

      
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    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $6.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $5.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $6.00 per Unit, each Unit entitling the holder
      to receive two shares of Common Stock and four Warrants (each Warrant
      exercisable for $2.50 per share).

     

    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

     

    6.1.3 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

     

    6.1.4 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    
      
        
        

      

      
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    6.2 [Intentionally
      Omitted]

     

    6.3 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

     

    6.4 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or
      rights.

     

    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Option, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Warrants underlying the Purchase Options and payment
      of the respective Warrant exercise price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. As long as the Purchase Options shall be outstanding, the
      Company shall use its best efforts to cause all (i) Units and shares of Common
      Stock issuable upon exercise of the Purchase Options, (iii) Warrants issuable
      upon exercise of the Purchase Options and (iv) shares of Common Stock issuable
      upon exercise of the Warrants included in the Units issuable upon exercise
      of
      the Purchase Option to be listed (subject to official notice of issuance) on
      all
      securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
      Market, OTC Bulletin Board or any successor trading market) on which the Units,
      the Common Stock or the Public Warrants issued to the public in connection
      herewith may then be listed and/or quoted.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    8. Certain
      Notice Requirements.

     

    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

     

    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its shares of Common Stock for the purpose of entitling them
      to
      receive a dividend or distribution payable otherwise than in cash, or a cash
      dividend or distribution payable otherwise than out of retained earnings, as
      indicated by the accounting treatment of such dividend or distribution on the
      books of the Company, or (ii) the Company shall offer to all the holders of
      its
      Common Stock any additional shares of capital stock of the Company or securities
      convertible into or exchangeable for shares of capital stock of the Company,
      or
      any option, right or warrant to subscribe therefor, or (iii) a dissolution,
      liquidation or winding up of the Company (other than in connection with a
      consolidation or merger) or a sale of all or substantially all of its property,
      assets and business shall be proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s President and Chief Financial Officer.

     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (i) if to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (ii) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    
      	 	 	 	
              Pantheon
                China Acquisition Corp.

            


    

    3106B,
      Office Tower A

    Beijing
      Fortune Plaza 7 Dongsanhuan Zhonglu

    Chaoyang
      District Beijing 100020

    China

    Attn: Chairman


     

    9. Miscellaneous.

     

    9.1 Amendments.
      The
      Company and EBC may from time to time supplement or amend this Purchase Option
      without the approval of any of the Holders in order to cure any ambiguity,
      to
      correct or supplement any provision contained herein that may be defective
      or
      inconsistent with any other provisions herein, or to make any other provisions
      in regard to matters or questions arising hereunder that the Company and EBC
      may
      deem necessary or desirable and that the Company and EBC deem shall not
      adversely affect the interest of the Holders. All other modifications or
      amendments shall require the written consent of and be signed by the party
      against whom enforcement of the modification or amendment is
      sought.

     

    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    9.3 Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

     

    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to it at the address set forth
      in
      Section 8 hereof. Such mailing shall be deemed personal service and shall be
      legal and binding upon the Company in any action, proceeding or claim. The
      Company and the Holder agree that the prevailing party(ies) in any such action
      shall be entitled to recover from the other party(ies) all of its reasonable
      attorneys’ fees and expenses relating to such action or proceeding and/or
      incurred in connection with the preparation therefor.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    9.6 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance.

     

    9.7 Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto.

     

    9.8 Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and EBC enter into an agreement (“Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

     

    9.9 Intentionally
      Omitted.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____ day of _________, 2006.

    
      	 	 	 
	 	PANTHEON
              CHINA
              ACQUISITION CORP.
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
              

              Name:
                

              Title:
                

            
	 	 


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to exercise Purchase Option:

     

    Pantheon
      China Acquisition Corp.

    3106B,
      Office Tower A

    Beijing
      Fortune Plaza 7 Dongsanhuan Zhonglu

    Chaoyang
      District Beijing 100020

    China


     

    Date:_________________,
      200__

     

    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of Pantheon China Acquisition Corp.
      and hereby makes payment of $____________ (at the rate of $_________ per Unit)
      in payment of the Exercise Price pursuant thereto. Please issue the Common
      Stock
      and Warrants as to which this Purchase Option is exercised in accordance with
      the instructions given below.

     

    or

     

    The
      undersigned hereby elects irrevocably to convert its right to purchase _________
      Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a “Value” based of
      $_______ based on a “Market Price” of $_______). Please issue the securities
      comprising the Units as to which this Purchase Option is exercised in accordance
      with the instructions given below.

     

    
      	 	 	 
	 	 	NOTICE: The signature to this assignment
              must
              correspond with the name as written upon the face of the purchase option
              in every particular, without alteration or enlargement or any change
              whatever.


    

    


    Signature(s)
      Guaranteed:

     

    


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

    Name
      

                   
      ____________________________________________________

     

    (Print
      in
      Block Letters)

     

    Address
      

     

                  
_____________________________________________________

     


    
      
         

        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,______________________________________________ does hereby sell, assign
      and transfer unto___________________________________________ the right to
      purchase __________ Units of Pantheon China Acquisition Corp. (“Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

     

    Dated:___________________,
      200_

     

    
      	 	  
	 	Signature
	 
 	 
  
 
	 	NOTICE:
              The
              signature to this assignment must correspond with the name as written
              upon
              the face of the purchase option in every particular, without alteration
              or
              enlargement or any change whatever.
	 	
            
	 	 


    

     

    Signature(s)
      Guaranteed:

    


    
      
        

      

    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).

     

    
      
        
        

      

      
        20