NOBLE INVESTMENT FUND LIMITED World Trade Centre Via Lugano 11 Switzerland tel: (011) 39 3488928042
NOBLE
INVESTMENT FUND LIMITED
World
Trade Centre
Xxx
Xxxxxx 00
0000
Xxxxxx-Xxxx
Xxxxxxxxxxx
tel:
(000) 00 0000000000
May
1,
2007
Xx.
Xxxxxx Xx
000
Xxxxxxxx Xxxxxx
Xxx.
00X
Xxx
Xxxx,
Xxx Xxxx 00000
Re: Ho
Capital Management LLC and Business Combination Company
Dear
Xxxxxx:
This
letter will serve to set forth our amended and restated basic agreement and
understanding with respect to the ownership and capitalization of Ho Interactive
LLC, a Delaware limited liability company, to be renamed Ho
Capital Management LLC
(the
“Sponsor”)
and
the formation and operation of Asia Special
Situation Acquisition Corp.,
a
Cayman Island business combination company to be capitalized to acquire one
or
more businesses in Asia (the “SPAC”).
The
undersigned, Noble Investment Fund Limited (“Noble”),
is a
Gibraltar experienced investment fund. This Agreement has been executed by
a
duly authorized signatory of Pure Glow Finance, Xxxx xxx Xxxx, in its capacity
as the investment advisor to Noble (the “Investment
Advisor”).
This
will
confirm that we have received (and are prepared to have the Sponsor accept)
a
revised proposal from Maxim Group LLC (“Maxim”)
to
underwrite an initial public offering of common stock and warrants for the
SPAC
to be registered with the U.S. Securities and Exchange Commission (the
“IPO”).
As
currently proposed, the SPAC will seek to raise $100,000,000 through the sale
of
10,000,000 units of securities to the public at $10.00 per unit; each unit
to
consist of one share of common stock and one warrant. Under the terms of the
Maxim proposal:
· The
Sponsor or its affiliates or designees will be entitled to purchase, for
$25,000, approximately 20% of the total number of ordinary shares of the SPAC
to
be issued and outstanding immediately after the IPO, which as presently
structured by Maxim, would be a total of 2,500,000 ordinary shares of stock
of
the SPAC (the “Founders
Shares”).
· In
order
to insure that 100% of the gross proceeds of the offering are placed in trust
pending consummation of a business acquisition by the SPAC, the Sponsor or
its
affiliates or designees and business associates must (immediately prior to
completion of the IPO) purchase, for $5,725,000, four year warrants entitling
the Holder to purchase 5,725,000 ordinary shares of the SPAC at an exercise
price of $7.50 per ordinary shares (the “Private
Placement Warrants”).
The
Private Placement Warrants will not be transferable until the SPAC completes
a
business combination and will be exercisable on the later to occur of completion
of a business combination with a target company or one year from the date of
the
IPO. In the event that an approved business combination is not consummated
within 24 months from completion of the IPO, the Private Placement Warrants
will
be worthless.
· The
Sponsor or its affiliates must pay the pre-IPO costs and expenses for the SPAC
offering, including professional fees, printing costs, filing fees and road
show
travel expenses (the “Pre-Offering
Costs”);
which
are estimated at approximately $500,000 and are reimbursed at closing out of
the
proceeds of the IPO.
Based
on
the above, we hereby mutually agree as follows:
1. Noble
shall lend to the Sponsor, without recourse or interest, all funds necessary
to
pay the Pre-Offering Costs, and the Sponsor shall pay such Pre-Offering Costs
from such loans and shall be responsible for the organization of the IPO and
the
financing as set forth. Upon completion of the IPO, such Pre-Offering Costs
(estimated at approximately $500,000) shall be reimbursed to the Sponsor, which,
in turn, will reimburse to Noble, without interest. The loan shall be evidenced
by the Sponsor’s non-interest bearing note in the amount of $500,000, payable on
the earlier to occur of December 31, 2007 or completion of the IPO. In such
connection, it is expressly understood and agreed that neither Xxxxxx Xx nor
any
other equity owner of the Sponsor shall have any liability to repay such loan
to
Noble; it being anticipated that the only source of such repayment shall be
the
proceeds of the IPO; provided,
however,
that if
the Sponsor and/or Xxxxxx Xx shall elect for any reason (other than as provided
in Section
7
below or
due to the inability of Maxim or any other managing underwriter to sell the
securities contemplated by the IPO) not to proceed with the IPO, Xxxxxx Xx
shall
personally repay to Noble by December 31, 2007 the aggregate amount of funds
loaned and advanced by Noble to the Sponsor, without interest thereon or
deduction therefrom.
2. The
Sponsor shall purchase for $18,125, a total of 1,812,500 of the 2,500,000
Founders Shares; of which Xxxxxx Xx shall own beneficially own 875,000 ordinary
shares. 687,500 of the 2,500,000 Founders Shares shall be allocated to and
purchased for $6,875 by the officers and other directors of the SPAC. The
balance of the 1,812,500 Founders Shares to be purchased by the Sponsor, or
937,500 Founders Shares, shall be allocated to Noble or other entities
designated by it. We each agree that Noble shall transfer 500,000 of the 937,500
Founders Shares allocated to it to Allius Ltd., an entity in which Noble has
a
50% beneficial interest and Xx. Xxxx Xxxxx has a 50% beneficial interest. The
remaining 1,312,500 Founders Shares to be owned of record by the Sponsor shall
be freely transferable by each of their respective beneficial owners; namely,
Xxxxxx Xx as beneficial owner of 875,000 Founders Shares owned of record by
the
Sponsor, and Noble as beneficial owner of 437,500 Founders shares owned of
record by the Sponsor. The allocation of the Founders Shares set forth in this
Section
2
is
subject to the provisions of Section
7
below.
3. Twenty-five
percent (25%) of the 2,500,000 Founders Shares, or 625,000 Founders Shares,
shall be sold, for $0.01 per share, to the executive officers and directors
of
the SPAC in such amounts as Xxxxxx Xx and Xxxxx mutually agree.
4. Noble
shall, immediately prior to consummation of the IPO, lend the sum of
$5,725,000
to the Sponsor to enable the Sponsor to purchase the 5,725,000 Private Placement
Warrants. The $5,725,000 loan shall be evidenced by a Sponsor note that will
bear interest at the rate of 5% per annum and will be payable, together with
accrued interest, on a date which shall be the earlier to occur of (a) December
31, 2012, or (b) the date of the Sponsor’s sale of all or any portion of the
Private Placement Warrants or underlying ordinary shares issuable upon exercise
of such Private Placement Warrants. It
is
expressly understood and agreed that neither Xxxxxx Xx nor any other equity
owner of the Sponsor shall have any liability to repay such $5,725,000 loan
to
Noble; it being anticipated that the only source of such repayment shall be
the
proceeds from the sale of the Private Placement Warrants or the ordinary shares
of the SPAC issuable upon exercise of the Private Placement Warrants (the
“Warrant
Shares”).
In
consideration for such loan, the Sponsor agrees to grant to Noble a 50%
beneficial interest in the 5,725,000 Private Placement Warrants issued to the
Sponsor and Warrant Shares.
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5. In
the
event and at such time as the Private Placement Warrants may be transferred
by
the Sponsor, such Private Placement Warrants and/or the 5,725,000 Warrant Shares
shall
be
freely transferable by each of their respective beneficial owners; namely,
Xxxxxx Xx as beneficial owner of 2,862,500 Private Placement Warrants and
Warrant Shares owned of record by the Sponsor, and Noble as beneficial owner
of
2,862,500 Private Placement Warrants and Warrant Shares owned of record by
the
Sponsor.
6. Xxxxxx
Xx
and Xxxxx shall jointly designate and approve all of the initial members of
the
board of managers of the Sponsor and the initial board of directors and officers
of the SPAC. However, except for Xxxx xxx Xxxx (who shall serve as a director
of
the SPAC), no employee, agent, consultant officer, director or other affiliate
of Noble shall serve as a member of the board of directors of the SPAC or the
board of managers of the Sponsor, nor shall any such person or persons serve
as
an officer or member of the management of the SPAC or the Sponsor or be engaged
by either such entity in a consulting or similar capacity.
7. On
a date
that shall be not later than fifteen (15) days from the date of a written
request by the Sponsor and Maxim (the “Funding
Request”)
that
Noble demonstrate the availability of the $5,725,000 of proceeds of the loan
to
be made to the Sponsor to enable it to purchase the Private Placement Warrants,
Noble shall either deposit in escrow with a bank acceptable to the Sponsor
and
Maxim, or otherwise segregate funds in a manner acceptable to the Sponsor and
Maxim, such $5,725,000. It is anticipated that such Funding Request shall be
submitted to Noble prior to: (i) the SPAC filing an amendment to its Form F-1
Registration Statement on the XXXXX reporting system of the Securities and
Exchange Commission (“SEC”)
and
(ii) the printing of the “red xxxxxxx” prospectus and commencement of the
selling effort and related road show. In the event that, for any reason or
no
reason, Noble shall fail or refuse to make such escrow deposit on a timely
basis, the Sponsor may then elect to either:
(a) terminate
the IPO, in which event neither the Sponsor nor Xxxxxx Xx shall have any
obligation or liability to repay to Noble the loan referred to in Section
1
above;
or
(b) proceed
with the IPO by arranging, directly or through third parties, to purchase the
5,725,000 Private Placement Warrants in lieu of Noble. In such event, the
Sponsor may then elect to reissue and reallocate all of the Founders Shares
to
such persons or entities as the Sponsor and Xxxxxx Xx shall determine in the
exercise of their sole discretion.
By
their
execution of this Agreement, each of Noble, Allius Ltd., Xxxx X. Xxxxx, Xxxx
xxx
Xxxx and Xxxxxxx Xxxxxx do hereby consent to and agree with all of the
provisions of this Section
7,
including, without limitation, Section
7(b).
8. Xxxxxx
Xx
shall be the managing member of the Sponsor. Prior to completion of the IPO
of
the SPAC, each of Xxxxxx Xx and Xxxxx shall enter into an operating agreement
for the Sponsor (the “Operating
Agreement”)
which
shall incorporate the substance of the above agreements and
understandings.
[the
balance of this page intentionally left blank - signature page
follows]
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Please
confirm your agreement with the above by executing a copy of this letter
agreement in the space provided below. Needless to say, we are excited about
this project and look forward to working closely with you and your
associates.
| Very
truly yours,
NOBLE
INVESTMENT FUND LIMITED
By:
Pure Glow Finance Limited
(investment
advisor)
By:
/s/
Arne van Roon_________________
Xxxx
xxx Xxxx, President
|
ACCEPTED
AND AGREED TO:
this
1st
day of May 2007
HO
CAPITAL MANAGEMENT LLC
By:
/s/
Xxxxxx Ho_______________________
Xxxxxx
Xx, Manager
/s/
Xxxxxx Ho__________________________
XXXXXX
XX
ALLIUS
LTD.
By
/s/
Xx. Xxxx X. Hirst___________________
Xx.
Xxxx
X. Xxxxx, President
/s/
Xx. Xxxx X. Hirst______________________
Xx.
Xxxx X. Xxxxx
/s/
Xxxx van Roon_______________________
Xxxx
xxx Xxxx
/s/
Xxxxxxx Hlavsa______________________
Xxxxxxx
Hlvasa
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