Private Placement Purchase and Escrow Agreement
Exhibit
10.11
As
of
______________, 2008
To
the
Board of Directors of
New
Asia
Partners China Corporation:
Ladies
and Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase [___________] Warrants
(“Insider Warrants”), at $1.00 per Insider Warrant, of New Asia Partners China
Corporation (the “Corporation”) for a purchase price of $[___________]
(“Purchase Price”). The purchase and issuance of the Insider Warrants shall
occur simultaneously with the consummation of the Corporation's initial public
offering of securities (“IPO”) which is being underwritten by Maxim Group LLC
(“Maxim”). The Insider Warrants will be sold to the undersigned on a private
placement basis and not as part of the IPO. Except as set forth herein, the
Insider Warrants shall be identical to the warrants included in the units issued
in the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Continental Stock Transfer & Trust Company
(“Escrow Agent”) to hold in an account until the Corporation consummates the
IPO. Simultaneously with the consummation of the IPO, Escrow Agent shall deposit
the Purchase Price, without interest or deduction, into the trust fund (“Trust
Fund”) established by the Corporation for the benefit of the Corporation's
public stockholders as described in the Corporation’s Registration Statement,
pursuant to the terms of an Investment Management Trust Agreement to be entered
into between the Corporation and Escrow Agent. In the event that the IPO is
not
consummated within 14 days of the date the Purchase Price is delivered to Escrow
Agent, then upon receipt of a written instruction signed by the Corporation
and
Maxim, Escrow Agent shall return the Purchase Price to the
undersigned.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants have not been registered under the Securities Act; that it is acquiring
the Insider Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
or any underlying securities until 30 days after the date on which the
Corporation consummates a merger, capital stock exchange, asset acquisition
or
other similar business combination with an operating business (as more fully
described in the Registration Statement) (“Business Combination”), except (i) if
the undersigned is an entity, to such entity’s members or owners in proportion
to their membership interest or upon its liquidation, (ii) if the undersigned
is
an individual, by gift to a member of such individual’s immediate family or to a
trust, the beneficiary of which is the undersigned or a member of his or her
immediate family, (iii) by virtue of the laws of descent and distribution upon
death of the undersigned, (iv) pursuant to a qualified domestic relations order
or (v) in the case of Maxim, to their respective officers, partners, employees
or other affiliates; provided, however, that such transfers may be implemented
only upon the respective transferee’s written agreement to be bound by the terms
and conditions of this agreement and of the Insider Letter signed by the
undersigned, and the undersigned acknowledges that the certificates for such
Insider Warrants shall contain a legend indicating such restriction on
transferability.
The
Company hereby acknowledges and agrees that so long as the Insider Warrants
are
held by the undersigned or his affiliates, (i) the Insider Warrants will not
be
redeemable by the Company and (ii) the Insider Warrants may be exercised on
a
cashless basis by surrendering such Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the “Fair Market Value” (defined
below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the
average reported last sale price of the Common Stock for the five trading days
ending on the trading day prior to the date on which the Insider Warrants are
exercised.
Maxim
hereby represents and warrants severally and not jointly to Escrow Agent that
reasonable controls have been established and required due diligence performed
to comply with “Know Your Customer” regulations, USA Patriot Act, Office of
Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.
The
Corporation and Maxim jointly and severally agree to indemnify Escrow Agent
and
its officers, directors, employees, agents and shareholders (collectively
referred to as the “Indemnitees”) against, and hold them harmless of and from,
any and all loss, liability, cost, damage and expense, including without
limitation, reasonable counsel fees, which the Indemnitees may suffer or incur
by reason of any action, claim or proceeding brought against the Indemnitees
arising out of or relating in any way to this Agreement or any transaction
to
which this Agreement relates, unless such action, claim or proceeding is the
result of the willful misconduct or gross negligence of the
Indemnitees.
—Signature
Page Follows—
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be modified without the prior written consent of
Maxim.
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Very
truly yours,
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[__________________]
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By:
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[_________________]
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Name:
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Title:
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Agreed
to:
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NEW
ASIA PARTNERS CHINA CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL
TRANSFER & TRUST CO.,
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ESCROW
AGENT
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By:
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Name:
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Title:
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MAXIM
GROUP LLC
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By:
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Name:
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Title:
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