Exhibit
10.5
_______,
2007
Hambrecht
Asia Acquisition Corp.
13/F
Tower 2
New
World
Tower
18
Queens
Road Central
Hong
Kong
Broadband
Capital Management, Inc.
712
Fifth
Avenue
New
York,
New York 10019
Re:
Initial Public Offering
Gentlemen:
The
undersigned, a purchaser of warrants exercisable for Ordinary Shares of
Hambrecht Asia Acquisition Corp. (the “Company”), in consideration of Broadband
Capital Management, Inc. (“Broadband”) entering into a letter of intent, dated [
], 2007 (“Letter of Intent”), to underwrite an initial public offering (“IPO”)
of the securities of the Company and embarking on, undertaking and continuing
to
participate in the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph IX hereof):
I.
(1) Except
with respect to any of the IPO Shares acquired by the undersigned in connection
with or following the IPO, the undersigned hereby (a) waives any and all right,
title, interest or claim of any kind (a “Claim”) in or to all funds in the Trust
Account and any remaining net assets of the Company upon liquidation of the
Trust Account and dissolution of the Company, (b) waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company (c) agrees that the undersigned will
not seek recourse against the Trust Account for any reason
whatsoever.
II.
(1) Neither
the undersigned, any member of the Immediate Family of the undersigned, nor
any
affiliate of the undersigned (“Affiliate”) will be entitled to receive, and no
such person will accept, any compensation for services rendered to the Company
prior to, or in connection with, the consummation of a Business Combination;
provided, however, that the undersigned shall be entitled to reimbursement
from
the Company for his out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.
III.
Neither
the undersigned, any member of the Immediate Family of the undersigned, nor
any
Affiliate of the undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any member of the
Immediate Family of the undersigned or any Affiliate originates a Business
Combination.
(1) The
undersigned represents and warrants that:
(a) No
petition under the Federal bankruptcy laws or any state insolvency law has
been
filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of the undersigned, or any
partnership in which the undersigned was or is a general partner at or within
two years prior to the date hereof, or any corporation or business association
of which the undersigned was an executive officer at or within two years prior
to the date hereof;
(b) The
undersigned has not been convicted in any criminal proceeding nor is the
undersigned currently a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);
(c) The
undersigned has not been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining the undersigned from, or
otherwise limiting, the following activities:
(d) Acting
as
a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of
any
investment company, bank, savings and loan association or insurance company,
or
engaging in or continuing any conduct or practice in connection with such
activity; or
(e) Engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities
laws or Federal commodities laws;
IV.
The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement.
V.
The
undersigned acknowledges and understands that Broadband and the Company will
rely upon the agreements, representations and warranties set forth herein in
proceeding with the IPO.
VI.
The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Broadband and the Company and their respective
legal representatives or agents (including any investigative search firm
retained by Broadband or the Company) any information they may have about the
undersigned’s background and finances (the “Information”). Neither Broadband nor
the Company nor their respective agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information
and
the undersigned hereby releases them from liability for any damage whatsoever
in
that connection.
VII.
In
connection with the vote required to consummate a Business Combination, the
undersigned agrees that he will vote all Ordinary Shares owned by him prior
to
the IPO (the “Insider Shares”), if any, in accordance with the majority of the
votes cast by the holders of the IPO Shares, and all Ordinary Shares acquired
in
or following the IPO in favor of a Business Combination.
VIII.
This
letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts
of
law principles that would result in the application of the substantive laws
of
another jurisdiction. The undersigned hereby (i) agrees that any action,
proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the federal
courts of the United States of America for the Southern District of New York,
and irrevocably submits to the jurisdiction of such courts, which jurisdiction
shall be exclusive, (ii) waives any objection to the exclusive jurisdiction
of
such courts and any objection that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint _________ as agent for the service
of
process in the State of New York to receive, for the undersigned and on his
behalf, service of process in any Proceeding. If for any reason such agent
is
unable to act as such, the undersigned will promptly notify the Company and
Broadband and appoint a substitute agent acceptable to each of the Company
and
Broadband within 30 days and nothing in this letter will affect the right of
either party to serve process in any other manner permitted by law.
IX.
As
used
herein, (i) a “Business Combination” shall mean an acquisition by the Company,
by merger, stock exchange, asset acquisition, reorganization or similar business
combination, or control through contractual arrangements, of an operating
business or businesses in the People’s Republic of China; (ii) “Ordinary Share”
shall mean the ordinary share, par value $0.001 per share, of the Company;
(iii)
“Immediate Family” shall mean, with respect to any person, such person’s spouse,
children, parents and siblings (including any such relative by adoption or
marriage); (iv) “Insiders” shall mean all officers, directors and shareholders
of the Company immediately prior to the IPO; (v) “Insider Shares” shall mean all
of the Ordinary Shares owned by an Insider prior to the IPO; (vi) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; and (vii) “Trust
Account” shall mean the trust account in which most of the proceeds to the
Company of the IPO will be deposited and held for the benefit of the holders
of
the IPO shares, as described in greater detail in the prospectus relating to
the
IPO.
X.
This
letter agreement shall supersede any other letter agreement signed by the
undersigned with respect to the subject matter hereof.
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AEX
ENTERPRISES LIMITED |
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