REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of __________, 2008, by and among, ASM Acquisition Company Limited, 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”).
Form of Letter Agreement for Kin Chan]Letter Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ASM Acquisition Company Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), and UBS Securities LLC as the representative (the “Representative”) of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant, which is exercisable for one Ordinary Share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 18 hereof.
Form of Letter Agreement for Keith Shui Kee Wu]ASM Acquisition CO LTD • June 5th, 2008 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ASM Acquisition Company Limited, an exempted company organized under the laws of the Cayman Islands (the “Company”), and UBS Securities LLC as the representative (the “Representative”) of the underwriters named in Schedule A thereto (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant, which is exercisable for one Ordinary Share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 18 hereof.
Investment Management Trust AgreementInvestment Management Trust Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
Pursuant to paragraph 3(a)(ii) of the Investment Management Trust Agreement between ASM Acquisition Company Limited (the “Company”) and [_____________________] dated as of [●] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $[●], to [●] via wire transfer on [●], 200[●].
SPECIMEN WARRANT CERTIFICATEASM Acquisition CO LTD • June 5th, 2008 • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 5th, 2008 • ASM Acquisition CO LTD • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of [_________], 2008 (this “Agreement”) by and among ASM Acquisition Company Limited, a Cayman Islands exempted company (the “Company”), the undersigned parties listed as Initial Holders on the signature page hereto (collectively, the “Initial Holders”), and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent ( the “Escrow Agent”).
