EXHIBIT 10.14
February 8, 2006
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 on the date hereof it will enter into an
agreement or plan in accordance with the guidelines specified by Rule 10b5-1
under the Securities Exchange Act of 1932, as amended (the "Exchange Act"), with
an independent broker-dealer (the "Broker") registered under Section 15 of the
Exchange Act which is neither affiliated with the Company, the Representatives
nor part of the underwriting or selling group, pursuant to which the Broker will
purchase up to $500,000 of Warrants in the public marketplace for the
undersigned's account during the forty-trading day period commencing on the
later of (i) the date separate trading of the Warrants has commenced or (ii) 60
calendar days after the end of the restricted period under Regulation M, at
market prices not to exceed $1.40 per Warrant ("Maximum Warrant Purchase"). The
undersigned shall instruct the Broker to fill such order in such amounts and at
such times as the Broker may determine, in its sole discretion, during the
forty-trading day period described above.
As the date hereof, the undersigned represents and warrants that it is
not aware of any material nonpublic information concerning the Company or any
securities of the Company and is entering into this agreement in good faith and
not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. The
undersigned agrees that while this agreement is in effect, the undersigned shall
comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against
entering into or altering a corresponding or hedging transaction or position
with respect to the Company's securities. The undersigned further agrees that it
shall not, directly or indirectly, communicate any material nonpublic
information relating to the Company or the Company's securities to any employee
of the Representatives or the Broker.
The undersigned shall instruct the Broker to make, keep and produce
promptly upon request a daily time-sequenced schedule of all Warrant purchases
made pursuant to this agreement, on a transaction-by-transaction basis,
including (i) size, time of execution, price of purchase; and (ii) the exchange,
quotation system, or other facility through which the Warrant purchase occurred.
Each of the undersigned agrees: (i) not to sell or transfer any of the
Warrants purchased by him pursuant to this letter agreement until after the
consummation of a Business Combination (as defined in the Certificate of
Incorporation of the Company); and (ii) the certificates for such Warrants shall
contain a legend indicating such restriction on transferability.
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")); 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.
Very truly yours,
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Xxxxxxxx Xxxxxxx
ACKNOWLEDGED AND AGREED:
Xxxxxx & Xxxxxxx, LLC
By:
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[Independent Broker]
By:
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