Exhibit 10.8
_________ __, 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 60 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 or prior to the date of the closing of
the IPO it will enter into an agreement or plan in accordance with the
guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934,
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 320,000 Warrants
in the public marketplace for the undersigned's account during the forty-five
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-five trading day period
described above.
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.
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 agrees to make
payment of the purchase price of such purchase and to fulfill its Maximum
Warrant Purchase in the event and to the extent that its affiliate or Designee
fails to make such payment or purchase.
The undersigned agrees: (i) that neither it nor its Designee shall sell
or transfer any of the Warrants purchased by the undersigned or its Designee
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) at the option of Xxxxxx, the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.
Very truly yours,
----------------------------
Xxxxxxx Xxxxxx
----------------------------
Xxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx
----------------------------
Xxxx Xx Xxx
Asia Development Capital LLC
By:
----------------------------
ACKNOWLEDGED AND AGREED:
Xxxxxx & Xxxxxxx, LLC
By:
-----------------------------
[Independent Broker]
By:
-----------------------------
