Subscription Agreement
EXHIBIT
10.10
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As
of _________ __, 2008
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To the
Board of Directors of
Gentlemen:
Reference
is made to the initial public offering (“IPO”) of securities of Asia Select
Acquisition I Corp. (the “Corporation”) which is being underwritten by
EarlyBirdCapital, Inc. (“EBC”).
The
undersigned hereby subscribes for and agrees to purchase _____ warrants
(“Initial Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per
Initial Insider Warrant, for a purchase price of $_____ (the “Initial Purchase
Price”). The purchase and issuance of the Initial Insider Warrants
shall occur simultaneously with the consummation of 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 Initial Purchase Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow
Agent”), to hold in an interest bearing account until the Corporation
consummates the IPO. Simultaneously with the consummation of the IPO, the Escrow
Agent shall deposit the Initial Purchase Price, without interest or deduction,
into the trust fund (“Trust Fund”) established by the Corporation for the
benefit of the Corporation’s public shareholders 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
Continental Stock Transfer & Trust Company.
In
addition to the foregoing, the undersigned hereby subscribes for and agrees to
purchase up to an additional _________ warrants (“Additional Insider Warrants”
and together with the Initial Insider Warrants, the “Insider Warrants”) at $1.00
per Additional Insider Warrant for a purchase price of $________ (“Additional
Purchase Price”). The purchase and issuance of the Additional Insider
Warrants shall occur only in the event that the underwriters’ 45-day
over-allotment option (“Over-Allotment Option”) in the IPO is exercised in full
or part. The total number of Additional Insider Warrants to be
purchased hereunder shall be in the same proportion as the amount of the
Over-Allotment Option that is exercised. Each purchase of Additional
Insider Warrants shall occur simultaneously with the consummation of any portion
of the Over-Allotment Option. At least 24 hours prior to the
effective date of the Registration Statement, the undersigned shall deliver the
Additional Purchase Price to the Escrow Agent to hold in an interest bearing
account until the Corporation consummates any portion of the Over-Allotment
Option. Simultaneously with the consummation of any portion of the
Over-Allotment Option, the Escrow Agent shall deposit the purchase price for the
Additional Insider Warrants being purchased in the Trust Fund.
The
Insider Warrants will be sold to the undersigned on a private placement basis
and not part of the IPO. Except as set forth herein, the Insider Warrants shall
have the same terms as the warrants being sold in the IPO.
In the
event that the IPO is not consummated within 14 days of the date the Initial
Purchase Price and Additional Purchase Price is delivered to the Escrow Agent,
the Escrow Agent shall return such funds, plus accrued interest, to the
undersigned. Additionally, to the extent that Over-Allotment Option
is not exercised in full, upon the second business day following the expiration
of the Over-Allotment Option, the Escrow Agent will return the remaining
Additional Purchase Price for the Additional Insider Warrants not being
purchased, plus any accrued interest, to the undersigned.
The
undersigned represents and warrants that he has been advised that the Insider
Warrants have not been registered under the Securities Act; that he is acquiring
the Insider Warrants for its account for investment purposes only; that he has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that he 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 he is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that he shall not sell or transfer the Insider Warrants
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) and acknowledges that the
certificates for such Insider Warrants shall contain a legend indicating such
restriction on transferability.
The
Corporation hereby acknowledges and agrees that in the event the Corporation
calls the Warrants for redemption pursuant to that certain Warrant Agreement to
be entered into by the Corporation and Continental Stock Transfer & Trust
Company in connection with the Corporation’s IPO, the Corporation shall allow
the undersigned to exercise any Insider Warrants 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
Warrant, multiplied by the difference between the Warrant exercise price 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 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to holders of
Warrants.
The undersigned acknowledges that there
are no conditions on the obligations of the undersigned to make the purchases
hereunder other than the consummation of the IPO and, with respect to the
Additional Insider Warrants, the consummation of any or all of the
Over-Allotment Option. Furthermore, the undersigned has no right to
rescind this Agreement or obtain a refund for the purchase price of the Insider
Warrants except with respect to the purchase price for Additional Insider
Warrants to the extent the Over-Allotment Option is not exercised in
full. Accordingly, to the extent that the undersigned fails to
purchase the Insider Warrants that the undersigned is obligated to purchase, he
shall forfeit his rights to any Ordinary Shares issued to him prior to the IPO
and such shares shall be deemed owned by Asia Select Asset Management Limited
(Hong Kong).
EBC
is deemed a third party beneficiary of this agreement and the terms of this
agreement and the restriction on transfers with respect to the Insider Warrants
may not be amended without the prior written consent of EBC.
Very
truly yours,
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AGREED
TO:
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By:
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Name:
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Title:
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XXXXXXXX
XXXXXX
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By:
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Name:
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Title:
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