WARRANT PURCHASE AGREEMENT
Exhibit
10.13
WARRANT
PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of
_________, 2007 among Xxxxxxxxx Asia Acquisition Corp., a Delaware corporation
(the “Company”) and the undersigned (the “Purchasers”).
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-1, as amended (File No. 333-___________) (the
“Registration Statement”), in connection with the Company’s initial public
offering (the “IPO”) of 4,000,000 units (the “Units”), each unit consisting of
one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”),
and (ii) one warrant (the “Warrants”), each warrant to purchase one Ordinary
Share; and
WHEREAS,
immediately prior to the consummation of the IPO, the Company desires to sell
in
a private placement to the Purchasers (the “Placement”) an aggregate of 750,000
warrants (the “Placement Warrants”) substantially identical to the Warrants
being issued in the IPO pursuant to the terms and conditions hereof and as
set
forth in the Registration Statement, except that the Placement Warrants to
be
issued in the Placement shall not be registered under the Securities Act of
1933, as amended (the “Securities Act”); and
WHEREAS,
each Purchaser desires to acquire the number of Placement Warrants set forth
opposite his name on Schedule A hereto; and
WHEREAS,
except as provided herein, the Placement Warrants shall be governed by the
Warrant Agreement filed as an exhibit to the Registration Statement;
and
WHEREAS,
the Purchasers are entitled to registration rights with respect to the Placement
Warrants and the Ordinary Shares underlying the Placement Warrants (the
“Underlying Shares”) on the terms set forth in this Agreement;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase
of Placement Warrants.
The
Purchasers hereby agree, directly or through their nominees, to purchase an
aggregate of 750,000 Placement Warrants at a purchase price of $1.00 per
Placement Warrant, or an aggregate of $750,000 (the “Purchase Price”). Such
purchases shall be in the names and amounts set forth on Schedule A
hereto.
2. Closing.
The
closing of the purchase and sale of the Placement Warrants (the “Closing”) will
take place at such time and place as the parties may agree (the “Closing Date”),
but in no event later than the closing date (the “IPO Closing Date”) of the IPO.
On or prior to the IPO Closing Date, the Purchasers shall pay the Purchase
Price
by wire transfer of funds to the Company. On the Closing Date, the Company
shall
transfer the Purchase Price to the trust account at JPMorgan Chase NY Bank,
maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”). The certificates for the Placement Warrants shall be
placed into escrow pursuant to the Securities Escrow Agreement dated __________,
2007 by and among Continental and the other signatories thereto.
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3. Representations
and Warranties of the Purchasers.
Each
Purchaser hereby represents and warrants to the Company that:
3.1 The
execution and delivery by the Purchasers of this Agreement and the fulfillment
of and compliance with the respective terms hereof by the Purchasers do not
and
shall not as of the Closing
conflict with or result in a breach of the terms, conditions or provisions
of
any other agreement, instrument, order, judgment or decree to which Purchasers
are subject to.
3.2 The
Purchaser is an “accredited investor” as that term is defined in Rule 501 of
Regulation D promulgated under the Securities Act.
3.3 The
Placement Warrants are being acquired for the Purchaser’s own account, only for
investment purposes and not with a view to, or for resale in connection with,
any distribution or public offering thereof within the meaning of the Securities
Act.
3.4 The
Purchaser has the full right, power and authority to enter into this Agreement
and this Agreement is a valid and legally binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
3.5 The
Purchaser understands that no United States federal or state agency or any
other
government or governmental agency has passed on or made any recommendation
or
endorsement of the securities or the fairness or suitability of the investment
in the securities nor have such authorities passed upon or endorsed the merits
of the offering of the securities.
4. Registration
Rights.
The
Purchasers shall have registration rights pursuant to the Registration Rights
Agreement, dated as of _____________, 2007, by and among the Company and the
Investors listed on the signature page thereto.
5. Waiver
of Claims Against Trust Account.
Each
Purchaser hereby waives any and all right, title, interest or claim of any
kind
in or to any distributions from the Trust Account with respect to any Ordinary
Shares acquired by the Purchaser in connection with the exercise of the
Placement Warrants purchased pursuant to this Agreement ("Claim") and hereby
waives any Claim the undersigned may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and will not seek
recourse against the Trust Account for any reason whatsoever.
6. Waiver
and Indemnification.
Each
Purchaser hereby waives any and all rights to assert any present or future
claims, including any right of rescission, against the Company or the
underwriters in the IPO with respect to their purchase of the Placement
Warrants, and each Purchaser agrees jointly and severally to indemnify and
hold
the Company and the underwriters in the IPO harmless from all losses, damages
or
expenses that relate to claims or proceedings brought against the Company or
such underwriters by Purchasers of the Placement Warrants.
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7. Counterparts;
Facsimile.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and all of which taken together
shall
constitute one and the same instrument. This Agreement or any counterpart may
be
executed via facsimile transmission, and any such executed facsimile copy shall
be treated as an original.
8. Governing
Law.
This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in
the courts of the State of New York or the United States District Court for
the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____day
of ___________, 2007.
| XXXXXXXXX ASIA ACQUISITION CORP. | ||
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| By: | ||
| Name: | ||
| Title: | ||
| INSIDERS: | ||
| AEX ENTERPRISES LIMITED | ||
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| By: | ||
| Name: | ||
| Title: | ||
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SCHEDULE
A
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