INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2011 • S.E. Asia Emerging Market Company., LTD • Blank checks • New York
This agreement (“Agreement”) is made as of February __, 2011 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 • February 17th, 2011 • 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:
WARRANT AGREEMENTWarrant Agreement • February 17th, 2011 • 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”).
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 • February 17th, 2011 • 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 • February 17th, 2011 • 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 ______, 2011, by and among S.E. Asia Emerging Market Co., Ltd., a British Virgin Islands corporation (the “Company”), Maxim Group LLC (“Maxim Group”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
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 • February 17th, 2011 • 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.
AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • February 17th, 2011 • S.E. Asia Emerging Market Company., LTD • Blank checks • Virgin Islands
This AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), is made as of this 11th day of February, 2011, 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, Maxim Group LLC (“Maxim Group”) and the other signatories to this Agreement (each an “Existing Shareholder” and together with Maxim Group, the “Investors”).
Amendment No. 1 to Securities Subscription AgreementSecurities Subscription Agreement • February 17th, 2011 • S.E. Asia Emerging Market Company., LTD • Blank checks • Virgin Islands
This Amendment No. 1 (“Amendment”) to that certain Securities Subscription Agreement (the “Agreement”) dated September 9, 2010 by and between S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands business company and the Subscribers listed on the signature page hereto (“Subscribers”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
