EXHIBIT 10.10
October 20, 2005
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 20 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 this letter agreement constitutes an
irrevocable order by the undersigned for Xxxxxx to purchase for the
undersigned's account, commencing on the later of the date that separate trading
of the warrants commences ("Separation Date") or sixty days following the
consummation of the IPO, as many Warrants as are available for purchase at
market prices not to exceed $1.40 per Warrant, subject to a maximum Warrant
purchase obligation of 320,000 Warrants ("Maximum Warrant Purchase"). Xxxxxx (or
such other broker dealer(s) as Xxxxxx may assign the order to) agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, Commencing on the later of the Separation Date or sixty days
following consummation of the IPO. The timing of such purchases will be based on
market conditions at the time. Xxxxxx further agrees that it will not charge the
undersigned any fees and/or commissions with respect to such purchase
obligation.
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"))
who (or which) has an account at Xxxxxx and, in such event, Xxxxxx will make
such purchase on behalf of said affiliate or Designee; provided, however, that
the undersigned hereby agree to make payment of the purchase price of such
purchase and to fulfill their Maximum Warrant Purchase in the event and to the
extent that their affiliate or Designee fails to make such payment or purchase.
The undersigned agrees that neither it nor any affiliate or Designee
shall sell or transfer the Warrants until after the consummation of a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business and acknowledges that, at the option of Xxxxxx, the
certificates for such Warrants shall contain a legend indicating such
restriction on transferability.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxx Xxxxxx
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ACKNOWLEDGED AND AGREED:
/s/ Xxxxx Xxxxxx
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Xxxxxx & Xxxxxxx, LLC
By: /s/ /s/ Xxxx Xx Xxx
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[Independent Broker]
By: /s/
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