SC 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WR0Ugr6klgbyuKIlsi3J0T0vMNu5w8dyKRGvIzQjL8Xno0roP7ZH1zOhtYZAK9ny wPZZ6blWeZfXmb7FTHCrMQ== 0000950123-08-017675.txt : 20081216 0000950123-08-017675.hdr.sgml : 20081216 20081216162827 ACCESSION NUMBER: 0000950123-08-017675 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 GROUP MEMBERS: JACOB CAPITAL, L.L.C. GROUP MEMBERS: RICHARD LEVY GROUP MEMBERS: VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. GROUP MEMBERS: VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pantheon China Acquisition Corp. CENTRAL INDEX KEY: 0001367209 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204665079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82291 FILM NUMBER: 081252608 BUSINESS ADDRESS: STREET 1: SUITE 10-64 #9 JIANGUOMENWAI AVENUE STREET 2: CHAOYANG DISTRICT, CITY: BEIJING STATE: F4 ZIP: 100600 BUSINESS PHONE: 86-10-85322720 MAIL ADDRESS: STREET 1: SUITE 10-64 #9 JIANGUOMENWAI AVENUE STREET 2: CHAOYANG DISTRICT, CITY: BEIJING STATE: F4 ZIP: 100600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Victory Park Capital Advisors, LLC CENTRAL INDEX KEY: 0001413834 IRS NUMBER: 208996172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 y00789sc13d.htm SCHEDULE 13D SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Pantheon China Acquisition Corp.

(Name of Issuer)

Common Stock, $.0001 par value per share
(Title of Class of Securities)

698659109
(CUSIP Number)

Scott R. Zemnick, Esq.
Victory Park Capital Advisors, LLC
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
(312) 705-2786

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 10, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Victory Park Capital Advisors, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,398,700

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,398,700

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,398,700

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

34.27%**

TYPE OF REPORTING PERSON*

** This calculation is based on 7,000,000 shares of common stock (“Common Shares”) of Pantheon China Acquisition Corp. (the “Issuer”) outstanding as of November 7, 2008 as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2008.

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Victory Park Special Situations Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

455,855

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

455,855

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

455,855

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

6.51%**

TYPE OF REPORTING PERSON*

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Victory Park Credit Opportunities Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,942,845

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,942,845

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,942,845

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

27.75%**

TYPE OF REPORTING PERSON*

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jacob Capital, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,398,700

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,398,700

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,398,700

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

34.27%**

TYPE OF REPORTING PERSON*

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Richard Levy

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS*

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,398,700

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,398,700

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,398,700

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

34.27%**

TYPE OF REPORTING PERSON*

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $.0001 per share (the “Common Shares”), of Pantheon China Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China 100600.

Item 2. Identity and Background

	(a), (f)		This Schedule 13D is being filed by: (i) Victory Park Capital Advisors, LLC, a Delaware limited liability company (“Capital Advisors”); (ii) Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company (“Credit Opportunities Fund”); (iii) Victory Park Special Situations Master Fund, Ltd., a Cayman Islands exempted company (“Special Situations Fund”, and, together with Credit Opportunities Fund, the “Funds”); (iv) Jacob Capital, L.L.C., an Illinois limited liability company (“Jacob Capital”); and (v) Richard Levy, a citizen of the United States of America (collectively, the “Reporting Persons”).

			The Reporting Persons have entered into a joint filing agreement, dated December 15, 2008, a copy of which is attached hereto as Exhibit 3.

	(b)		The business address of each of the Reporting Persons, other than the Funds, is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for the Funds is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.

	(c)		The principal business of Capital Advisors is serving as investment manager for the Funds, which are the record holders of the Common Shares reported on the cover pages hereof (the “Subject Shares”). Jacob Capital’s principal business is serving as the manager of Capital Advisors. The principal occupation of Richard Levy is serving as the sole member of Jacob Capital.

	(d)		During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)		During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Funds purchased the Subject Shares (other than 125,000 shares transferred to the Funds as part of the call option fee as described in Item 6 below) for a total consideration of approximately $13,577,503. The source of funds for such transaction was derived from the capital of the Funds.

Item 4. Purpose of Transaction

The Issuer has stated in filings with the Securities and Exchange Commission that it was formed to serve as a vehicle to acquire, through a stock exchange, asset acquisition or other similar business combination, or control, through contractual arrangements, an operating business that has its principal operations located in the People’s Republic of China. As described in the Issuer’s definitive proxy statement filed on December 4, 2008 with the Securities and Exchange Commission, the Issuer is currently seeking approval from holders of its Common Shares of proposed amendments to its certificate of incorporation (the “Extension Amendment”) to extend the time in which it must complete a business combination before it is required to be liquidated and grant conversion rights to holders of its public Common Shares in connection with such vote to approve the Extension Amendment. The purpose of the Extension Amendment is to allow the Issuer more time to complete its proposed business combination (the “Business Combination”) with China Cord Blood Services Corporation pursuant to the Agreement and Plan of Merger, Conversion and Share Exchange, dated as of November 3, 2008 (the “Merger Agreement”).

As part of these arrangements, Modern Develop Limited (“Modern”) negotiated with the Reporting Persons and another institutional investors to explore the means by which a sufficient number of the Issuer’s public Common Shares could

be purchased through negotiated private transactions with the voting of such shares by such institutional investors to be in favor of the Extension Amendment. Accordingly, simultaneously with the entering into of stock purchase agreements with stockholders of the Issuer for the purchase of an aggregate of 2,273,700 Common Shares at a purchase price of approximately $5.97 per share, the Funds entered into a Put and Call Option Agreement pursuant to which Modern agreed to be obligated to purchase, and the Funds agreed to be obligated to sell, the Common Shares purchased at an exercise price of $5.97 per share in exchange for an option fee.

The call option was written by the Funds with respect to an equal number of Issuer public Common Shares that have been purchased through the privately negotiated transaction at a price of approximately $5.97 per share, which price approximates the estimated liquidation distribution per share as Issuer’s common stockholders might receive in the event stockholders did not approve the Extension Amendment and the Issuer were forced to liquidate less a time-value-of-money discount. In connection with the transaction effecting such purchases, the Issuer advised the Reporting Persons that, together with another institutional investor, they now control sufficient voting power of outstanding Common Shares to approve the Extension Amendment being voted on at the special meeting scheduled for December 14, 2008 for such purpose. In connection with such purchases, the Funds appointed Albert Chen and Mark D. Chen, directors and executive officers of the Issuer, as their proxies for the purpose of voting at the meeting to approve the Extension Amendment.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the September 30, 2008 Form 10-Q of the Issuer, 7,000,000 Common Shares were outstanding as of November 7, 2008. Based on the foregoing, the Subject Shares represented approximately 34.27% of the Common Shares outstanding as of such date.

Capital Advisors, as the investment manager of the Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the manager of Capital Advisors, Jacob Capital may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. By virtue of Richard Levy’s position as sole member of Jacob Capital, Richard Levy may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, Richard Levy may be deemed to be the beneficial owner of the Subject Shares for purposes of this Schedule 13D. Capital Advisors, Jacob Capital and Richard Levy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

The Reporting Persons acquired the Subject Shares simultaneously with the acquisition of 2,273,699 Common Shares by another institutional investor. The Reporting Persons have no prior relationship with such institutional investor. The Reporting Persons disclaim beneficial ownership of the Common Shares purchased by such institutional investor and such institutional investor disclaims beneficial ownership of the Common Shares purchased by the Reporting Persons.

(c) On December 10, 2008, the Funds simultaneously purchased 2,273,700 Common Shares for a purchase price of approximately $5.97 per share from stockholders of the Issuer in privately negotiated transactions. In addition, simultaneously therewith, the Funds received all right, title and interest in an aggregate of 125,000 Common Shares from a stockholder of the Issuer.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares covered by this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 10, 2008, the Funds entered into a Put and Call Option Agreement (the “Agreement”) with the Issuer and Modern simultaneously with the entering into purchase agreements with stockholders of the Issuer for the privately negotiated purchase of 2,273,700 Common Shares. Pursuant to the Agreement, Modern agreed to be obligated to purchase, and the Funds agreed to be obligated to sell, an aggregate of 2,273,700 Common Shares at an exercise price of $5.97 per share. Modern’s call option has an initial term commencing on the date of the Agreement and ending on June 30, 2009, and may be extended to September 30, 2009 or on the record date for the meeting to approve the Business Combination if not exercised sooner. Modern is paying the Funds an aggregate option fee of $1,091,376 for the initial term of the call option and in the event Modern elects to extend the call option, it will pay an extension aggregate option fee of $965,640 to the Funds. In addition, pursuant to the Agreement, Mark D. Chen transferred and assigned all right, title and interest in 125,000 Common Shares to the Funds, subject to delayed delivery of the physical stock certificates upon termination of the escrow period as defined in the Escrow Agreement dated December 14, 2006 to which Mr. Chen was a party. Payment of the full option fee is contingent on the Issuer receiving approval from holders of its Common Shares of the Extension Amendment to

extend the time in which it must complete the Business Combination before it is required to be liquidated. Except as contemplated by the Agreement, the Funds have agreed that it will not sell or otherwise dispose of the Common Shares until the earlier of nine months from the closing of the purchase of the Common Shares or the closing of the Business Combination.

Pursuant to the Agreement, Modern granted the Funds a put option to require Modern to buy from such Funds any or all of the Common Shares owned by such Funds at an option price of $5.97 per share on the fifth business day preceding the special meeting of the Issuer’s stockholders in connection with the approval of the Business Combination. The Funds may vote against the Business Combination proposal presented at such special meeting if the call option has not been exercised and the option price to be received by such Funds has not been fully paid prior to such meeting.

Pursuant to the Agreement, the Issuer has agreed to effect a liquidation in accordance with Delaware law in the event that the Extension is not approved, the proposed Business Combination is abandoned prior to exercise of either the put or call option or Modern elects not to extend the period of the call option.

In connection with the purchases of Issuer common stock made pursuant to stock purchase agreements with the Issuer’s stockholders, the Funds appointed Albert Chen and Mark D. Chen, directors and executive officers of the Issuer, as their proxies for the purpose of voting at the meeting to approve the Extension Amendment.

To the knowledge of the Reporting Persons, except as described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loans or option agreement, puts or call, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1.		Put and Call Option Agreement dated December 10, 2008.

2.		Form of Stock Purchase Agreement relating to purchase of Common Stock from stockholders of Pantheon.

3.		Joint Filing Agreement, dated as of December 15, 2008, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 15, 2008


VICTORY PARK CAPITAL ADVISORS, LLC

	By:	Jacob Capital, L.L.C., its Manager

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Sole Member

VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Attorney-in-Fact

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Attorney-in-Fact

JACOB CAPITAL, L.L.C.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Sole Member

RICHARD LEVY

		/s/ Richard Levy
		Richard Levy

EXHIBIT INDEX

1.		Put and Call Option Agreement dated December 10, 2008.

2.		Form of Stock Purchase Agreement relating to purchase of Common Stock from stockholders of Pantheon.

3.		Joint Filing Agreement, dated as of December 15, 2008, among the Reporting Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

EX-99.1 2 y00789exv99w1.htm EX-99.1: PUT AND CALL OPTION AGREEMENT EX-99.1

Exhibit 1

THIS PUT AND CALL OPTION AGREEMENT (this “Agreement”) is made on December 10, 2008

BETWEEN:

(1)		MODERN DEVELOP LIMITED of Flat C, 7/F Block 1, Island Place, 51 Tanner Road, North Point, Hong Kong (“Modern”);

(2)		PANTHEON CHINA ACQUISITION CORP. of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Pantheon”); and

(3)		MARK D. CHEN of Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China, 100600 (“Chen”);

(4)		VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. of 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606 (“VPCO”); and

(5)		VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. of 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606 (“VPSS” and together with VPCO, “Victory Park”).

WHEREAS:

(A)		Simultaneously with the entering into of this Agreement, Victory Park is entering into purchase agreements with stockholders of Pantheon for the purchase of an aggregate of 2,273,700 shares (the “Shares”) of the common stock of Pantheon at a purchase price of approximately $5.97 per Share.

(B)		Modern is interested in acquiring the right to purchase the Shares and Victory Park is interested in acquiring the right to require Modern to purchase the Shares, in each case during the time period and upon the terms and conditions described herein.

IT IS AGREED as follows:

1. DEFINITIONS

“Call Option” means the call option granted under Section 2.

“Closing Date” means the date specified in a Put Option Notice or a Call Option Notice, as the case may be.

“Early Termination Date” means the date on which the parties to the Merger Agreement terminate or abandon such agreement and the transactions contemplated thereby.

“Extended Term” means from July 1, 2009 until September 30, 2009.

“Extension Approval Date” means December 14, 2008, the date on which the stockholders of Pantheon vote to approve the amendments to its certificate of incorporation described in its definitive proxy statement on Schedule 14A filed on December 4, 2008 (the “Extension Proxy”).

“Extension Option Fee” means $0.4247 per Share.

“Holder” means Victory Park.

“Initial Term” means from the date hereof until June 30, 2009.

“Merger Agreement” means the Agreement and Plan of Merger, Conversion and Share Exchange, dated as of November 3, 2008 between Pantheon, China Cord Blood Services Corporation Limited (“CCBS”) and certain of the shareholders of CCBS named therein.

“Merger Closing” means the completion of the transactions contemplated by the Merger Agreement.

“Option Fee” means $0.55 per Share plus the 125,000 shares of Pantheon common stock referred to in Section 2.4.

“Option Price” means $5.97 per Share.

“Put Option” means the option granted under Section 3.

“Shares” has the meaning set forth in the recitals above.

“Trust Fund” means the trust account established in connection with Pantheon’s initial public offering.

2. CALL OPTION

	2.1.		In consideration of the payment of the Option Fee, Victory Park hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Initial Term, provided that such option shall expire on the earlier of (i) the Initial Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.2.		Subject to the payment of the Extension Option Fee as described in Section 2.5 below, Victory Park hereby grants to Modern an option to require such Holder to sell all (and not less than all) of the Shares owned by such Holder to Modern at the Option Price during the Extended Term, provided that such option shall expire on the earlier of (i) the expiration of the Extended Term or (ii) the record date for the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

	2.3.		On the date (the “Commencement Date”) of the closing of the purchase of Shares pursuant to the purchase agreements entered into simultaneously herewith which

			shall bring the aggregate amount owned by Victory Park to 2,273,700 shares of Pantheon common stock:

	2.3.1.		Modern shall transfer $2,530,000 of the Option Fee to an escrow account (the “Escrow Account”) maintained by Loeb & Loeb LLP, as escrow agent (which escrow agent is acceptable to Victory Park and Rodman & Renshaw LLC (“Rodman”)), which amount shall be disbursed

	2.3.1.1.		Up to $345,998 upon the Commencement Date as follows: $0.076087 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park; and

	2.3.1.2.		Up to $1,836,754 upon the earlier to occur of the Extension Approval Date (or the immediately following business day) and the Early Termination Date as follows: $0.403913 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park, of which $300,000 of such amount is deemed a transaction fee, and up to $318,318 to the account of Rodman (calculated at $.07 per share owned by Victory Park on the Commencement Date) in accordance with wire transfer instructions previously furnished by Rodman; and

	2.3.1.3.		In the event the Extension is not approved on the Extension Approval Date and Pantheon has not effected a Liquidation (as defined in Section 4.3) by the 15^th day following the Commencement Date, then up to $24,500 per day from such 15^th day until such Liquidation shall have been effected shall be transferred from the Escrow Account on a weekly basis to Victory Park on the weekly anniversary thereof (or the next following business day) as follows: $0.037283 per share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park.

	2.4.		Simultaneously herewith, Chen hereby sells, transfers and assigns all right, title and interest in 125,000 shares of Pantheon’s common stock currently owned by Chen to Victory Park. Chen shall tender certificates representing such shares to Victory Park on termination of the Escrow Period as defined in the Stock Escrow Agreement dated December 14, 2006 to which Chen is a party relating to such shares. In addition, Chen hereby assigns to Victory Park his registration rights with respect to such shares under the Registration Rights Agreement dated December 14, 2006 to which Chen is a party.

	2.5.		In the event Modern shall elect to extend the term of this Agreement to September 30, 2009, on or prior to June 30, 2009, Modern shall notify Victory

Park in writing of such extension and shall transfer up to $1,931,280 of the Extension Option Fee as follows: $0.4247 per Share owned by Victory Park on the Commencement Date in accordance with wire transfer instructions previously furnished by Victory Park.

PUT OPTION

3.1.

In consideration of the grant of the Call Option, Modern hereby grants Victory Park the option to require Modern to buy from such Holder any or all of the Shares owned by such Holder at the Option Price on the 5^th business day preceding the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement.

4. VOTING OF SHARES; LOCK-UP; FORCED LIQUIDATION

	4.1.		Victory Park may vote against the business combination proposal presented at the special meeting of Pantheon’s stockholders in connection with the approval of the business combination contemplated by the Merger Agreement if the Call Option has not been exercised and the Option Price to be received by such Holder has not been fully paid prior to such meeting.

	4.2.		Victory Park agrees not to take any action (including any purchase or sale of any security or the establishment of any arbitrage or similar derivative position relating to any security) that is reasonably expected to materially adversely affect the adoption of the proposals described in the Extension Proxy.

	4.3.		In the event of an Early Termination Date, Pantheon hereby agrees to effect an early liquidation of its assets in accordance with Delaware law (a “Liquidation”) within ten (10) business days following such Early Termination Date.

	4.4.		Except as contemplated by this Agreement, Victory Park agrees that, from the date hereof until the earlier of (i) the nine month anniversary of the Commencement Date or (ii) the Merger Closing, it will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission promulgated thereunder (each, a “Transfer”) with respect to, any Shares.

	4.5.		In the event there has not been a closing pursuant to Section 5 hereof during the Initial Term and Modern has not elected to extend the term of this Agreement to

September 30, 2009 pursuant to Section 2.5 hereof and delivered the Extension Option Fee within ten (10) business days following June 30, 2009, Pantheon hereby agrees to effect a Liquidation on such tenth business day.

5. COMPLETION

5.1.

If a Put Option or, as the case may be, Call Option is exercised, a closing shall be held on the Closing Date specified in the relevant notice at the offices of Pantheon’s counsel, Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 at which Victory Park will deliver certificates representing such Shares as shall have been specified in the relevant notice (or shall have delivered such Shares through the book-entry facilities of DTC as directed by Modern) and Modern will deliver immediately available funds equal to the aggregate Option Price for such Shares to an account of Victory Park previously furnished to Modern within five business days of such closing.

6. INDEMNIFICATION

	6.1.		In the event of the liquidation of the Trust Fund while Victory Park owns any Shares, Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless Victory Park against any loss incurred in such liquidation in an amount equal to the difference between the amount received by Victory Park upon liquidation per Share and $5.97 per Share.

	6.2.		Modern and Chen hereby agree, jointly and severally, to indemnify and hold harmless Victory Park and each of its partners, principals, members, officers, directors, employees, agents, representatives and affiliated or managed funds from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever, and any and all lawsuits, inquiries, proceedings and investigations in respect thereof, whether pending or threatened, to which any such party may become subject, arising in any manner out of or in connection with this Agreement or the transactions contemplated herein to the fullest extent permitted under applicable law, regardless of whether any of such parties is a party hereto, and immediately upon request reimburse such party for such party’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including, without limitation, usual and customary per diem compensation for any such party’s involvement in discovery proceedings or testimony); provided that neither Modern nor Chen shall be liable for any such loss, liability, claim, damage or expense resulting from actions taken by Victory Park in bad faith or as a result of its gross negligence or willful misconduct; and provided further that such foregoing indemnity pursuant to this Section 6.2 shall not be available for any losses, claims, damages, liabilities or expenses or with respect to any lawsuits, inquiries, proceedings and investigations in respect thereof to the extent

			such arise out of any actions taken after the earlier of the Closing Date and the Merger Closing.

	6.3.		Modern and Chen hereby agree, jointly and severally, to indemnify Rodman, its affiliates (within the meaning of the Securities Act of 1933, as amended), and each of its respective partners, directors, officers, agents, consultants, employees and controlling persons (within the meaning of the Securities Act of 1933, as amended)(each of Rodman and such other person or entity is hereinafter referred to as an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities and expenses, joint or several, and all actions, inquiries, proceedings and investigations in respect thereof, to which any Indemnified Person may become subject arising in any manner out of or in connection with this Agreement, regardless of whether any of such Indemnified Persons is a party hereto, and immediately upon request reimburse an Indemnified Person for such person’s legal and other expenses as they are incurred in connection with investigating, preparing, defending, paying, settling or compromising any such action, inquiry, proceeding or investigation (including without limitation, usual and customary per diem compensation for any Indemnified Person’s involvement in discovery proceedings or testimony), provided that neither Modern nor Chen shall be liable for any such loss, liability, claim, damage or expense resulting from actions taken by Rodman in bad faith or as a result of its gross negligence or willful misconduct

7. REPRESENTATIONS AND WARRANTIES AND COVENANTS

7.1. Pantheon represents and warrants that is not aware of any outstanding liabilities that are not subject to an effective waiver of claims against the Trust Fund, except those liabilities set forth on the Schedule of Liabilities attached hereto and such Schedule of Liabilities includes all liabilities that resulted from, and potential liabilities that could result from, target businesses, vendors and service providers that have not waived any claims against the Trust Fund.

7.2 Pantheon hereby represents and warrants that it has not obtained (except as otherwise disclosed on the Schedule of Liabilities described in Section 7.1 above) and agrees that it will not obtain, the services of any vendor or service provider unless and until such vendor or service provider acknowledges in writing that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Fund and waives any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Pantheon and will not seek recourse against the Trust Fund for any reason whatsoever; provided that the foregoing shall not apply to Pantheon’s independent accountants.

7.3 Pantheon agrees to invest the monies in the Trust Fund in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 until the earlier of the Merger Closing or two business days prior to the liquidation of the Trust Fund.

7.4 Pantheon agrees that it shall not incur any Indebtedness (as defined below) in excess of $5,000 without the prior written consent of Victory Park prior to the earlier of the Merger Closing or the Early Termination Date, unless the Call Option has been exercised and the Option Price has been paid in full; provided that such consent shall not be unreasonably withheld in the case of Indebtedness of Pantheon to the officers of Pantheon, or any Indebtedness the holders of which shall have waived any right or claim against Trust Account and incurred solely to fund Pantheon’s normal business expenses. “Indebtedness” means (a) indebtedness for borrowed money or the deferred price of property, goods or services (other than trade and other payables incurred in the ordinary course of business), such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, and (c) capital lease obligations.

8. COUNTERPARTS; FACSIMILE EXECUTION

8.1.

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

9. ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES

9.1.

This Agreement, taken together with all Schedules hereto (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the matters contemplated hereby and (b) is not intended to confer upon any person other than the parties (and those persons described in Section 6.3 as entitled to indemnification hereunder) any rights or remedies.

10. GOVERNING LAW

10.1.

In accordance with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Pantheon, Modern and Chen each hereby appoints, without power of revocation, Loeb & Loeb, LLP, New York, New York, Attn: Mitchell Nussbaum, as their respective agent to accept and acknowledge on its

behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement.

11. ASSIGNMENT

11.1.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other party, provided that Modern may assign its rights under the Call Option to purchase the Shares, but not its obligation to purchase the Shares, to any other person. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

12. EXPENSES

12.1.

Modern shall pay not later than December 15, 2008 the legal fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to Victory Park, in the amount of $25,000.

[remainder of page left intentionally blank; signature page follows]

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


		VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.
		By: Victory Park Capital Advisors, LLC, its investment manager

		By:		/s/ Scott R. Zemnick

		Name:		Scott R. Zemnick
		Title:		General Counsel

		VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. By: Victory Park Capital Advisors, LLC, its investment manager

		By:		/s/ Scott R. Zemnick

		Name:		Scott R. Zemnick
		Title:		General Counsel

		MODERN DEVELOP LIMITED

		By:		/s/ Na O

		Name:		Na O
		Title:		Director

		PANTHEON CHINA ACQUISITION CORP.

		By:		/s/ Mark D. Chen

		Name:		Mark D. Chen
		Title:		Chairman and CEO

		/s/ Mark D. Chen

		Name:		Mark D. Chen

SCHEDULE 1

PUT OPTION NOTICE

To: Modern

Attention: [•]

[Date]

Ladies and Gentlemen,

Put Option Notice

We refer to the Put and Call Option Agreement (the “Put and Call Option Agreement”) dated December 10, 2008 and made between you and the undersigned. Terms defined in the Put and Call Option Agreement shall bear the same meaning when used herein.

We hereby confirm that we wish to exercise the option granted under Section 3 of the Put and Call Option Agreement and accordingly the Put Option is hereby exercised with respect to Shares.

The Closing Date shall be [•].

This put option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully


		VICTORY PARK CAPITAL ADVISORS, LLC

		By:

		Name:		Scott R. Zemnick
		Title:		General Counsel

		VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD. By: Victory Park Capital Advisors, LLC, its investment manager

		By:

		Name:		Scott R. Zemnick
		Title:		General Counsel

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE CONTINUED]


		VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD. By: Victory Park Capital Advisors, LLC, its investment manager

		By:

		Name:		Scott R. Zemnick
		Title:		General Counsel

SCHEDULE 2

FORM OF CALL OPTION NOTICE


To:		VICTORY PARK CAPITAL ADVISORS, LLC
		[•]

Attention:		[•]

[Date]

Ladies and Gentlemen,

Call Option Notice

We refer to the Put and Call Option Agreement (the “Put and Call Option Agreement”) dated December 10, 2008 and made between you and Modern. Terms defined in the Put and Call Option Agreement shall bear the same meaning when used herein.

We hereby confirm that we wish to exercise the option granted under Section 2 of the Put and Call Option Agreement and accordingly the Call Option is hereby exercised with respect to Shares.

The Closing Date shall be [•].

This call option notice is irrevocable and is governed by, and shall be construed in accordance with the laws of the State of New York.

Yours faithfully

SCHEDULE OF LIABILITIES


McGladrey & Pullen	$	23,683
Horwath		15,000
PR Newswire		1,620
	$	40,303

EX-99.2 3 y00789exv99w2.htm EX-99.2: FORM OF STOCK PURCHASE AGREEMENT EX-99.2

Exhibit 2

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___day of December, 2008 between and among [Victory Park entity] (“Buyer”) and the signatory on the execution page hereof (the “Seller”).

WHEREAS, Pantheon China Acquisition Corp. (“Pantheon”) was organized to effect a merger, capital stock exchange, equity acquisition or other similar business combination with one or more operating businesses having their primary or substantial operations in, among other regions, the People’s Republic of China (“Business Combination”);

WHEREAS, Pantheon consummated an initial public offering in December 2006 (“IPO”) in connection with which it raised net proceeds of approximately $32.7 million which were placed in a trust account pending the consummation of a Business Combination, or the dissolution and liquidation of Pantheon, in the event it is unable to consummate a Business Combination by December 14, 2008.

WHEREAS, Pantheon has agreed to acquire (the “Acquisition”) China Cord Blood Services Corporation (“CCBS”) pursuant to that certain Agreement and Plan of Merger, Conversion and Share Exchange, dated as of November 3, 2008 between Pantheon, CCBS and certain of the shareholders of CCBS named therein (the “Merger Agreement”).

WHEREAS, Pantheon has stated that it is unable to conclude that it will be able to complete the business combination with CCBS by December 14, 2008. Therefore, on December 14, 2008 Pantheon will hold a special meeting of its stockholders at which the stockholders will be asked to approve three amendments (the “extension amendments”) to the Company’s Certificate of Incorporation that would have the effect of extending the December 14, 2008 deadline to September 30, 2009.

WHEREAS, the extension amendments are contingent upon, among other things, the affirmative vote of holders of a majority of the outstanding common shares of Pantheon voting at the meeting to approve the extension amendments.

WHEREAS, pursuant to the extension amendments, a holder of shares of Pantheon’s common stock issued in the IPO may, if s/he/it votes against the extension amendments, demand that Pantheon convert such common shares into cash (“Conversion Rights”).

WHEREAS, the extension amendments is subject to the exercise of Conversion Rights by holders of less than 20% of the Pantheon common stock issued in the IPO.

WHEREAS, Buyer is planning to simultaneously purchase from a limited number of public stockholders of Pantheon, who intend to vote against the extension amendment and exercise their Conversion Rights, shares of common stock at a purchase price not to exceed the per share amount held in the Trust Account (or approximately $5.97 per share).

WHEREAS, Buyer is planning to simultaneously effect such other purchases (the “Other Transactions”) pursuant to agreements substantially similar to this Agreement, subject to negotiation with and execution by, each such other seller (the “Other Sellers”).

WHEREAS, Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the number of common shares set forth on the execution page of this Agreement (“Shares”) for the purchase price per share set forth therein (“Purchase Price Per Share”) and for the aggregate purchase price set forth therein.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Purchase. Seller hereby sells to Buyer and Buyer hereby purchases from Seller at the Closing the Shares in the percentages set forth on the execution page of this Agreement for the Purchase Price Per Share, for the aggregate consideration set forth on the execution page of this Agreement.

2. Agreement not to Convert; Appointment of Attorney in Fact. In further consideration of the Aggregate Purchase Price, the Seller hereby agrees he/it has not and will not exercise his/its Conversion Rights. Because the record date to vote on the proposals set forth in the Definitive Proxy Statement filed on Schedule 14A by Pantheon with the U.S. Securities Exchange Commission on December 4, 2008 (the “Proxy Statement”) has passed, Buyer would not be entitled to vote the Shares at the shareholders meeting contemplated by the Proxy Statement. Accordingly, solely with respect to the vote for the Extension Amendment as contemplated by the Proxy Statement, upon the acceptance of and payment for the Shares at the Closing the Seller hereby irrevocably appoints Albert Chen and Mark Chen and each of them, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares (and any and all other Shares or securities or rights issued or issuable in respect thereof) to vote in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, and otherwise act (including without limitation pursuant to written consent) with respect to all the Shares sold hereunder which the Seller is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of Pantheon held prior to December 15, 2008. This proxy is coupled with an interest in Pantheon and in the Shares and is irrevocable and is granted in consideration of, and is effective when, if and to the extent that Buyer accepts and pays for such Shares at the Closing described below. Such acceptance for payment shall revoke, without further action, all prior proxies granted by the Seller at any time with respect to such Shares (and any such other Shares or other securities) and no subsequent proxies will be given (and if given will be deemed not to be effective) with respect thereto by the Seller.

2.1 Closing. The closing of the purchase of the Shares (“Closing”) by Buyer will occur on or before December 11, 2008 and simultaneously with all of the Other Transactions with the Other Sellers (the “Closing Date”). It shall be a condition to the obligation of Buyer on the one hand and the Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.

2.2 At or before the Closing, the Seller shall deliver or cause to be delivered to Buyer: (i) a stock certificate or certificates representing the Shares transferred hereunder duly endorsed for transfer or with executed stock powers attached or (ii) appropriate instructions for book entry transfer of ownership of the Shares from the Seller to Buyer in each case together with a true and correct copy of the voting information form with respect to the Shares held by Sellers indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions regarding the voting of such Shares or written confirmation of such information as would appear on the voting information form.

2.3 At or before the Closing, Buyer shall deliver or cause to be delivered to the Seller payment by wire transfer of immediately available funds the Purchase Price in accordance with Section 1 of this Agreement.

2.4 Buyer hereby covenants and agrees that following the Closing it shall comply with all filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to its ownership of the Shares.

3. Representations and Warranties of the Seller.

3.1 The Seller hereby represents to Buyer on the date hereof and on the date of the Closing that:

(a) Sophisticated Seller. The Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.

(b) Independent Investigation. The Seller, in making the decision to sell the Shares to Buyer, has not relied upon any oral or written representations or assurances from Pantheon, Buyer, or any of their officers, directors or employees or any other representatives or agents of Buyer or Pantheon. The Seller has had access to and reviewed all of the filings made by Pantheon with the United States Securities and Exchange Commission (the “SEC”), pursuant to the Exchange Act and the Securities Act of 1933 (the “Securities Act”), in each case to the extent available publicly accessible via the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

(c) Authority. This Agreement has been validly authorized, executed and delivered by the Seller and, assuming the due authorization, execution and delivery thereof by Buyer, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Seller does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Seller is a party which would prevent the Seller from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Seller is subject.

(d) No Legal Advice from Buyer. The Seller acknowledges that he/it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Seller’s own legal counsel and investment and tax advisors. The Seller is relying solely on such counsel and advisors and not on any statements or representations of

Buyer or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

4. Representations and Warranties of Buyer.

4.1 Buyer hereby represents to the Seller that:

(a) Sophisticated Buyer. The Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares by Seller.

(b) Independent Investigation. Buyer, in making the decision to purchase the Shares from Seller, has not relied upon any oral or written representations or assurances from the Seller or any of its officers, directors, partners or employees or any other representatives or agents of the Seller. Buyer has had access to all of the filings made by Pantheon with the SEC pursuant to the Exchange Act and the Securities Act.

(c) Authority. This Agreement has been validly authorized, executed and delivered by Buyer and, assuming the due authorization, execution and delivery thereof by the Seller, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Buyer does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Buyer is a party which would prevent Buyer from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Buyer is subject.

(d) No Legal Advice from Seller. Buyer acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Buyer’s own legal counsel and investment and tax advisors. Buyer is relying solely on such counsel and advisors and not on any statements or representations of Seller or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by this Agreement.

5. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect upon the earlier of (a) the termination of the Merger Agreement prior to the consummation of the transactions contemplated thereby and (b) 11:59 p.m. eastern standard time on December 14, 2008.

6. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission, and any such executed facsimile copy shall be treated as an original.

7. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

9. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

10. Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations, warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

[remainder of page left intentionally blank; signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.


		[BUYER]

		By:

		Name:
		Title:

		Address:
		[•]

		[SELLER]


		[PRINTED NAME OF SELLER]

		By:

Purchase Price Per Share $

Number of Shares to be Purchased

Aggregate purchase price to be paid by Buyer $

Trade Date December 10, 2008

Settlement T+1

EX-99.3 4 y00789exv99w3.htm EX-99.3: JOINT FILING AGREEMENT EX-99.3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Pantheon China Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 15^th day of December, 2008.


VICTORY PARK CAPITAL ADVISORS, LLC

	By:	Jacob Capital, L.L.C., its Manager

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Sole Member

VICTORY PARK SPECIAL SITUATIONS MASTER FUND, LTD.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Attorney-in-Fact

VICTORY PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Attorney-in-Fact

JACOB CAPITAL, L.L.C.

	By:	/s/ Richard Levy
		Name: Richard Levy
		Title: Sole Member

RICHARD LEVY

	/s/	Richard Levy
		Richard Levy

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