Form of Letter Agreement for ASM SPAC(1) Limited]Letter Agreement • February 25th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ASM Acquisition Company Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), and UBS Securities LLC as the representative (the “Representative”) of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant, which is exercisable for one Ordinary Share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 19 hereof.
Form of Letter Agreement for Directors, Officers and Advisors of ASM Acquisition Company Limited]ASM Acquisition CO LTD • February 25th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ASM Acquisition Company Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), and UBS Securities LLC as the representative (the “Representative”) of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant, which is exercisable for one Ordinary Share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 19 hereof.
ASM Acquisition Company Limited Unit 601-2, 6th Floor St. George’s BuildingASM Acquisition CO LTD • February 25th, 2008 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of ASM Acquisition Company Limited (the “Company”) and continuing until the consummation by the Company of a business combination or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), Argyle Street Management Limited (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at [Unit 601-2, 6th Floor, St. George’s Building, 2 Ice House Street, Central, Hong Kong] (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of $7,500 per month.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 25th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of February, 2008 among ASM Acquisition Company Limited, a Cayman Islands corporation (the “Company”) and the undersigned (the “Purchasers”).
