EXHIBIT 10.11
February 8, 2006
Xxxxxx & Xxxxxxx, LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Asia Automotive Acquisition Corporation
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
warrants ("Warrants") of Asia Automotive Acquisition Corporation ("Company")
included in the units ("Units") being sold in the Company's initial public
offering ("IPO") upon the terms and conditions set forth herein. Each Unit is
comprised of one share of Common Stock and one Warrant. The shares of Common
Stock and Warrants will not be separately tradeable until 60 days after the
effective date of the Company's IPO unless Xxxxxx & Xxxxxxx, LLC ("Xxxxxx")
informs the Company of its decision to allow earlier separate trading.
The undersigned agrees that on or prior to the date of the closing of the
IPO it will enter into an agreement or plan in accordance with the guidelines
specified by Rule 10b5-1 under the Securities Exchange Act of 1932, as amended
(the "Exchange Act"), with an independent broker-dealer (the "Broker")
registered under Section 15 of the Exchange Act which is neither affiliated with
the Company, the Representatives nor part of the underwriting or selling group,
pursuant to which the Broker will purchase up to $600,000 of Warrants in the
public marketplace for the undersigned's account during the forty-five trading
day period commencing on the later of (i) the date separate trading of the
Warrants has commenced or (ii) 60 calendar days after the end of the restricted
period under Regulation M, at market prices not to exceed $1.40 per Warrant
("Maximum Warrant Purchase"). The undersigned shall instruct the Broker to fill
such order in such amounts and at such times as the Broker may determine, in its
sole discretion, during the forty-five trading day period described above.
The undersigned shall instruct the Broker to make, keep and produce
promptly upon request a daily time-sequenced schedule of all Warrant purchases
made pursuant to this agreement, on a transaction-by-transaction basis,
including (i) size, time of execution, price of purchase; and (ii) the exchange,
quotation system, or other facility through which the Warrant purchase occurred.
The undersigned may notify Xxxxxx that all or part of the Maximum Warrant
Purchase will be made by one or more affiliates of the undersigned (or another
person or entity introduced to Xxxxxx by the undersigned (a "Designee"));
provided, however, that the undersigned hereby agrees to make payment of the
purchase price of such purchase and to fulfill its Maximum Warrant Purchase in
the event and to the extent that its affiliate or Designee fails to make such
payment or purchase.
The undersigned agrees: (i) that neither it nor its Designee shall sell or
transfer any of the Warrants purchased by the undersigned or its Designee
pursuant to this letter agreement until after the consummation of a Business
Combination (as defined in the Certificate of Incorporation of the Company); and
(ii) at the option of Xxxxxx, the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.
Very truly yours,
Globis Capital Partners, L.P.
By:
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ACKNOWLEDGED AND AGREED:
Xxxxxx & Xxxxxxx, LLC
By:
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