REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2008, by and among, Hambrecht Asia Acquisition Corp., a company organized under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
4,000,000 Units HAMBRECHT ASIA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
Hambrecht Asia Acquisition Corp., a Cayman Islands corporation (“Company”), hereby confirms its agreement with Broadband Capital Management LLC (“Broadband” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Broadband is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY HAMBRECHT ASIA ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2013 [FIVE YEARS FROM EFFECTIVE DATE].
WARRANT AGREEMENTWarrant Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Warrant Agreement, dated as of [ ], 2008 (the “Agreement”) by and between Hambrecht Asia Acquisition Corp., a corporation organized under the laws of the Cayman Islands (the “Company”), with offices at 13/F Tower 2, New World Tower, 18 Queens Road Central, Hong Kong, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________________, 2008 by and between Hambrecht Asia Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of ___________, 2008 by and between Hambrecht Asia Acquisition Corp., a Cayman Islands company (the “Company”) and ___________ (the “Granting Company”) in connection with the Company’s proposed initial public offering (the “IPO”) of units pursuant to a registration statement on Form S-1 (as amended, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of ___________, 2008 (“Agreement”), by and among HAMBRECHT ASIA ACQUISITION CORP., a company organized under the laws of the Cayman Islands (“Company”), JOHN WANG, ROBERT J. EU, STEPHEN N. CANNON and AEX ENTERPRISES LIMITED (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow Agent”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • February 1st, 2008 • Hambrecht Asia Acquisition Corp. • Blank checks • New York
WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of _________, 2008 among Hambrecht Asia Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned (the “Purchasers”).
