REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of __________, 2008, by and among, ASM Acquisition Company Limited, 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”).
Form of Letter Agreement for Kin Chan]Letter Agreement • June 5th, 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 18 hereof.
Form of Letter Agreement for Keith Shui Kee Wu]ASM Acquisition CO LTD • June 5th, 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 18 hereof.
Investment Management Trust AgreementInvestment Management Trust Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
Pursuant to paragraph 3(a)(ii) of the Investment Management Trust Agreement between ASM Acquisition Company Limited (the “Company”) and [_____________________] dated as of [●] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●].
SPECIMEN WARRANT CERTIFICATEASM Acquisition CO LTD • June 5th, 2008 • Blank checks
WARRANT AGREEMENT by and between ASM ACQUISITION COMPANY LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [l], 2008Warrant Agreement • September 10th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) is made as of [l], 2008 by and between ASM Acquisition Company Limited, a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
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.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [_________], 2008 (this “Agreement”) by and among ASM Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), the undersigned parties listed as Initial Holders on the signature page hereto (collectively, the “Initial Holders”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent ( the “Escrow Agent”).
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”).
