INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
This agreement (“Agreement”) is made as of December __, 2010 by and between S.E. Asia Emerging Market Co., Ltd (the “Company”), a British Virgin Islands business company organized with limited liability and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
The undersigned, S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim”) and with the other underwriters named on Schedule I hereto for which Maxim is acting as representative (Maxim, in its capacity as representative, is referred to herein variously as “you,” or the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
Date] Boon Siew Building Singapore 229833 Maxim Group, LLC New York, New York 10174 Re: Initial Public Offering Gentlemen:S.E. Asia Emerging Market Company., LTD • November 26th, 2010 • Blank checks • New York
This letter agreement (the “Agreement”) by the undersigned beneficial owner of Ordinary Shares of S.E. Asia Emerging Market Co., Ltd (the “Company”) is made in consideration of Maxim Group, LLC (“Maxim”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of ______, 20__, by and among S.E. Asia Emerging Market Co., Ltd., a British Virgin Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Boon Siew Building Singapore 229833S.E. Asia Emerging Market Company., LTD • November 26th, 2010 • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscribers” or “you”) has made to join your fellow subscribers to purchase an aggregate of 316,250 ordinary shares of the Company (the “Shares”), no par value per share (the “Ordinary Shares”), in the amount set forth under your name on the signature pages hereto, up to 41,250 of which in the aggregate are subject to complete or partial cancellation (the “cancellation”) if the underwriter’s of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). Of such 316,250 ordinary shares, 175,694 in the aggregate (22,916 of which are subject to cancellation if the underwriter’s over-allotment option is not exercised in full) shall be held subject to lockup restrictions and canceled if the target of a Business Combination fails to remain an operating company one year after such Business Combination. Business Combination means a share exchange, asset or stock acquisition, exc
WARRANT AGREEMENTWarrant Agreement • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of _______ __, 2010 between S.E. ASIA EMERGING MARKET CO., LTD, a British Virgin Islands business company organized with limited liability (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
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,...S.E. Asia Emerging Market Company., LTD • November 26th, 2010 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY S.E. ASIA EMERGING MARKET CO., LTD (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON [·], 2015.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of __________ ___, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands company organized with limited liability (the “Company”) and the additional entities set forth on the signature pages to this Agreement (each, a “Grantor” and collectively, “Grantors”) in connection with the Company’s proposed public offering of units consisting of (i) one subunit consisting of one ordinary share, no par value (“Ordinary Shares”) of the Company and one Class B Warrant to purchase Ordinary Shares and (ii) one Class A Warrant to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 26th, 2010 • S.E. Asia Emerging Market Company., LTD • Blank checks • Virgin Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 9th day of September, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands business company (the “Company”), having its principal place of business at 75 Bukit Timah Road #05-02, Boon Siew Building, Singapore 229833 and the other signatories to this Agreement (the “Existing Shareholders”).
