October 20, 2005 Exhibit 10.11
Asia Automotive Acquisition Corporation
000 Xxxxx Xxx Xxxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 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.
Each of the undersigned agrees that this letter agreement constitutes an
irrevocable order by each of the undersigned for Xxxxxx to purchase for each of
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 250,000 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 the 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,
Xxxxxx & Xxxxxxx, LLC
By:________________________
Chardan Capital Markets
By:________________________
ACKNOWLEDGED AND AGREED:
Asia Automotive Acquisition Corporation
By:___________________________
[Independent Broker]
By:___________________________
