REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2007, by and among, Hambrecht Asia Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
4,000,000 Units HAMBRECHT ASIA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
Hambrecht Asia Acquisition Corp; a Cayman Islands corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (“Broadband” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Broadband is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
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,...Hambrecht Asia Acquisition Corp. • September 18th, 2007 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY HAMBRECHT ASIA ACQUISITION CORPORATION (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2012 [FIVE YEARS FROM EFFECTIVE DATE].
WARRANT AGREEMENTWarrant Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
This Warrant Agreement, dated as of [ ], 2007 (the “Agreement”) by and between Hambrecht Asia Acquisition Corp., a corporation organized under the laws of the Cayman Islands (the “Company”), with offices at 13/F Tower 2, New World Tower, 18 Queens Road Central, Hong Kong, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
This Agreement is made as of ___________________, 2007 by and between Hambrecht Asia Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
This Revolving Line of Credit Agreement (this “Agreement”) is made as of August 14, 2007 by and among Hambrecht Asia Acquisition Corp., a Cayman Islands company (“Borrower”), and each other signatory hereto (each a “Lender” and collectively, the “Lenders”), with reference to the following facts.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
SHARE ESCROW AGREEMENT, dated as of , 2007 (“Agreement”), by and among HAMBRECHT ASIA ACQUISITION CORP., a company organized under the laws of the Cayman Islands (“Company”), JOHN WANG, ROBERT J. EU, STEPHEN N. CANNON and AEX ENTERPRISES LIMITED (collectively “Initial stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow Agent”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _________, 2007 among Hambrecht Asia Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchasers”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 18th, 2007 • Hambrecht Asia Acquisition Corp. • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of ___________, 2007 by and between Hambrecht Asia Acquisition Corp., a Cayman Islands company (the “Company”) and ___________ (the “Granting Company”) in connection with the Company’s proposed initial public offering (the “IPO”) of units in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
REVOLVING LINE OF CREDIT NOTE August 14, 2007Hambrecht Asia Acquisition Corp. • September 18th, 2007
This Note is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Revolving Line of Credit Agreement dated August 14, 2007 (as from time to time amended, modified, supplemented and restated, the “Loan Agreement”) among Borrower and Holder. Unless otherwise defined in this Note, capitalized terms used in this Note shall have the meanings ascribed to them in the Loan Agreement, and in the event of any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall govern.
