Unassociated Document


    
      
        


        [Form
          of
          Letter Agreement for Kenneth Gaw]

        


        [date]

        


        ASM
          Acquisition Company Limited

        Unit
          601-2, 6th
          Floor

        St.
          George’s Building

        2
          Ice
          House Street

        Central,
          Hong Kong

        


        UBS
          Securities LLC

        299
          Park
          Avenue

        New
          York,
          NY 10171

        


        
          	Re:	
                  Initial
                    Public Offering of ASM Acquisition Company
                    Limited

                


        

        


        Ladies
          and Gentlemen:

        


        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.

        


        In
          order
          to induce the Company and the Underwriters to enter into the Underwriting
          Agreement and to proceed with the IPO, and in recognition of the benefit
          that
          such IPO will confer upon the undersigned officer and/or director or advisor
          of
          the Company, and for other good and valuable consideration, the receipt
          and
          sufficiency of which are hereby acknowledged, the undersigned hereby agrees
          with
          the Company as follows:

        


        1. In
          the
          event that the Company fails to consummate a Business Combination within
          24
          months (or 36 months if the Extended Period is approved by the Company’s
          shareholders) from the consummation of the IPO, the undersigned will take
          all
          reasonable actions within his or her power to (a) cause the Trust Account
          to be
          liquidated and distributed to the holders of the Ordinary Shares underlying
          the
          Units issued in the IPO (the “IPO
          Shares”)
          as
          promptly as practicable and (b) cause the Company to voluntarily wind-up
          and
          liquidate as promptly as practicable (the earliest date on which the conditions
          in clauses (a) and (b) are both satisfied being the “Liquidation
          Date”).
          

        


        2. Neither
          the undersigned nor any affiliate of the undersigned will be entitled to
          receive, and no such person will accept, any finder’s fee, consulting fee,
          reimbursement or cash payment or any other form of compensation, including
          the
          issuance of the Company’s securities, from the Company for services rendered to
          the Company prior to or in connection with the consummation of a Business
          Combination, other than (subject to the following sentence) (a) repayment
          of those certain Promissory Notes in the amount of $125,000 and $250,000
          made to
          the Company by ASM SPAC(1) Limited, a British Virgin Islands incorporated
          company, to cover offering expenses; (b) a payment of an aggregate of $7,500
          per
          month to Argyle Street Management Limited, a British Virgin Islands incorporated
          company, for office space, administrative services and secretarial support;
          (c) reimbursement for any reasonably incurred out-of-pocket expenses
          related to identifying, investigating and consummating a Business
          Combination; (d) other expenses or advances that the Company is permitted
          to
          incur; or (e) compensation or fees that may be received for any services
          provided following such Business Combination. The undersigned acknowledges
          that
          the Company’s Audit Committee (or the Company’s Board of Directors, with any
          interested director abstaining from such review and approval, in the case
          of a
          director who is a member of the Company’s Audit Committee) will review and
          approve all payments made to the undersigned, the Company’s Existing Holders,
          Founders, officers, directors and advisors and the Company’s or their
          affiliates, other than the payments described in clauses (a) and (b) of
          the
          immediately preceding sentence.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        3. The
          undersigned acknowledges and agrees that the Company will not enter into
          any transaction with any of the Company’s officers, directors or advisors or any
          of the Company’s or their respective affiliates, including loans by the
          Company’s officers, directors and advisors and any forgiveness of loans,
          (a) without the prior approval by a majority of the Company’s
          disinterested, “independent” (as defined below) directors or, in the event the
          Company has no “independent” directors, the members of the Company’s Board of
          Directors who do not have an interest in the transaction, in either case
          who had
          access, at the Company’s expense, to the Company’s attorneys or independent
          legal counsel, and (b) unless the Company’s disinterested, “independent”
directors determine that the terms of such transaction are no less favorable
          to
          the Company than those that would be available to the Company with respect
          to
          such a transaction from unaffiliated third parties. As used herein “independent”
means
          a
          director who qualifies as (a) an “independent director” under
          Section 121 of the American Stock Exchange’s AMEX Company Guide and
          (b) independent under Rule 10A-3 under the Securities Exchange Act of
          1934, as amended. 

        


        4. The
          undersigned is not obligated to present to the Company any potential business
          combination and may become involved as a principal (without involving the
          Company) or agent for a third party with respect to potential business
          combinations that otherwise would be appropriate for the Company, other
          than:

        


        (a) any
          business combination or opportunity that is brought to the attention of
          the
          undersigned solely in his capacity as a director of the Company; or

        


        (b) any
          business combination or opportunity that is identified by the undersigned
          solely
          through the disclosure of information by or on behalf of the
          Company.

        


        The
          undersigned agrees not to become affiliated with a blank check company
          other
          than the Company that may seek a Target Business until the earlier of the
          consummation by the Company of a Business Combination, the liquidation
          of the
          Company or until such time as the undersigned ceases to be an officer or
          director of the Company.

        


        5. The
          undersigned acknowledges and agrees that (i) the Company will not (a) consummate
          a Business Combination with a Target Business that is either (x) a portfolio
          company of, or has otherwise received a financial investment from, the
          Founders
          or their affiliates, or (y) affiliated with the Founders or the Company’s
          directors, officers or advisors, or (b) consummate a Business Combination
          with
          any Underwriter, or IPO selling group member, or any of their affiliates,
          unless, in each case, the Company obtains an opinion from an unaffiliated,
          independent investment banking firm which is a member of the Financial
          Industry
          Regulatory Authority (“FINRA”)
          that a
          Business Combination with such Target Business is fair to the Company’s
          shareholders from a financial point of view; and (ii) if, in connection
          with a
          Business Combination, any entity or entities with which the Company’s officers,
          directors or advisors are affiliated purchases a minority interest in the
          Target
          Business, the entity or entities affiliated with such officers, directors
          and/or
          advisors will be required to pay the same price per share or unit for their
          interest in the Target Business as the Company pays, the other terms of
          the
          investment of such affiliated entity or entities will be required to be
          no more
          favorable than the terms of the Company’s investment and such investment will
          require the prior approval by a majority of the Company’s disinterested,
“independent” directors.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        6. The
          undersigned will escrow any and all of (A) the Founders’ Units, Founders’
Shares and Founders’ Warrants (including the Ordinary Shares to be issued upon
          the exercise of the Founders’ Warrants) beneficially owned by him or her until
          one year after the consummation by the Company of a Business Combination
          and (B)
          the Insider Warrants (including the Ordinary Shares to be issued upon exercise
          of the Insider Warrants) beneficially owned by him or her until the consummation
          by the Company of a Business Combination subject to the terms of an Escrow
          Agreement which the Company will enter into with the Founders and the Existing
          Holders and an escrow agent acceptable to the Company.

        


        7. The
          undersigned agrees not to resign as Director until the earlier of the
          consummation by the Company of a Business Combination or the Liquidation
          Date,
          unless
          he
          or she becomes disabled by virtue of ill health or other disability and
          is
          unable to perform substantially and continuously his or her duties. The
          undersigned’s biographical and conflicts of interest information furnished to
          the Company and attached hereto as Exhibit A is true and accurate in all
          respects, does not omit any material information with respect to the
          undersigned’s background or conflicts of interest and contains all of the
          information required to be disclosed pursuant to Section 401 of Regulation
          S-K,
          promulgated under the Securities Act of 1933, as amended. The undersigned’s
          questionnaire(s) furnished to the Company and the Underwriters and attached
          hereto as Exhibit B is true and accurate in all respects. The undersigned
          represents and warrants that:

        


        (a) the
          undersigned is not subject to or a respondent in any legal action for,
          any
          injunction, cease-and-desist order or order or stipulation to desist or
          refrain
          from, any act or practice relating to the offering of securities in any
          jurisdiction;

        


        (b) the
          undersigned has never been convicted of or pleaded guilty to any crime
          (i) involving any fraud or (ii) relating to any financial transaction or
          handling of funds of another person, or (iii) pertaining to any dealings
          in any
          securities and the undersigned is not currently a defendant in any such
          criminal
          proceeding; and

        


        (c) the
          undersigned has never been suspended or expelled from membership in any
          securities or commodities exchange or association or had a securities or
          commodities license or registration denied, suspended or revoked.

        


        8. The
          undersigned hereby agrees (i) not to request that the Company’s Board of
          Directors consider any proposal to eliminate or amend Article 170 of the
          Company’s Amended and Restated Memorandum and Articles of Association, (ii) in
          connection with any shareholder vote on a proposal to amend the Company’s
          Amended and Restated Memorandum and Articles of Association, to vote any
          and all
          of the Founders’ Shares owned directly or indirectly by him or her in the same
          manner as a majority of the Public Shareholders, and (iii) not to seek
          shareholder approval to extend the amount of time the Company has to consummate
          a Business Combination beyond the Extended Period. This paragraph may not
          be
          modified or amended under any circumstances.

        


        9. The
          undersigned has full right and power, without violating any agreement by
          which
          he or she is bound (including, without limitation, any non-competition
          or
          non-solicitation agreement with any employer or former employer), to enter
          into
          and perform under this letter agreement and serve as Director, and hereby
          consents to being named in the Registration Statement as a director of
          the
          Company.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        10. If
          the
          Company seeks approval of its shareholders of either the Extended Period
          or a
          Business Combination, the undersigned will:

        


        (a) vote
          any
          Founder’s Shares owned directly or indirectly by him or her in accordance with
          the majority of the Ordinary Shares voted by the Company’s Public Shareholders
          in connection with the vote on the Extended Period or any Business Combination,
          as applicable; and

        


        (b) vote
          all
          Ordinary Shares that he or she may acquire in or following the IPO in favor
          of
          the Extended Period or the Business Combination, as applicable.

        


        In
          addition, the undersigned waives his or her right to exercise redemption
          rights
          with respect to any Ordinary Shares owned or to be owned by the undersigned,
          directly or indirectly, and agrees that he or she will not seek redemption
          with
          respect to such shares in connection with any vote to approve the Extended
          Period or a Business Combination.

        


        11. The
          undersigned hereby waives any and all right, title, interest or claim of
          any
          kind in or to (i) any and all of the quarterly distributions (the “Quarterly
          Distributions”)
          required by the Company’s Amended and Restated Memorandum and Articles of
          Association and described in the Company’s final prospectus relating to the IPO
          and (ii) any distributions of the Trust Account, or to any other amounts
          distributed in connection with a liquidating distribution of the Company,
          in
          each case, with respect to his or her Founders’ Shares and the Ordinary Shares
          underlying the Founders’ Warrants or the Insider Warrants (any “Claim”),
          and
          hereby 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 and will
          not
          seek recourse against the Company or the Trust Account for any reason
          whatsoever; provided that the foregoing shall not apply to any IPO Shares
          acquired by the undersigned. The undersigned hereby agrees that the Company
          shall be entitled to reimbursement from the undersigned for any Quarterly
          Distribution, any distribution of the Trust Account or any other amounts
          distributed by the Company in connection with a liquidating distribution
          received by the undersigned with respect to his or her Founders’ Shares or the
          Ordinary Shares underlying the Founders’ Warrants or the Insider
          Warrants.

        


        12. The
          undersigned agrees to indemnify and hold harmless the Company, jointly
          and
          severally with ASM SPAC(1) Limited and the other Founders, against any
          and all
          losses, liabilities, claims, damages and expenses whatsoever (including,
          but not
          limited to, any and all legal or other expenses reasonably incurred in
          investigating, preparing or defending against any litigation, whether pending
          or
          threatened, or any claim whatsoever) (collectively, “Damages”)
          to
          which the Company may become subject, but only if, and to the extent (a)
          the
          claims reduce the amounts in the Trust Account available for payment to
          holders
          of the IPO Shares in the event of a liquidation of the Trust Account and
          (b) the
          claims are made (i) by a vendor for services rendered, or products sold,
          to the
          Company; (ii) by a third party with which the Company enters into a contractual
          relationship following consummation of the IPO; or (iii) by a prospective
          Target
          Business arising out of any negotiations, contracts or agreements with
          the
          Company, provided that such indemnity shall not apply to any amounts claimed
          owed to a third party who executed a valid and legally enforceable waiver
          of any
          right, title, interest or claim of any kind in or to the Trust Account,
          or as to
          any claims under the Company’s obligation to indemnify the Underwriters against
          certain liabilities, including liabilities under the Securities Act of
          1933, as
          amended. In the case of the Company’s dissolution and liquidation, the
          undersigned understands that the Company expects that all costs and expenses
          associated with implementing the Company’s plan of distribution, as well as
          payments to any creditors, will be funded from amounts remaining out of
          the
          $50,000 of proceeds from the IPO held outside the Trust Account and from
          the up
          to $2.5 million in interest income on the balance of the Trust Account
          that will
          be released to the Company to fund its working capital and general corporate
          requirements. Should the aforementioned funds not be sufficient, the undersigned
          hereby agrees to reimburse the Company for its out-of-pocket costs associated
          with its dissolution and liquidation, excluding any special, indirect or
          consequential costs, such as litigation, pertaining to the dissolution
          and
          liquidation. The undersigned hereby represents and warrants to the Company
          that
          it is an accredited investor as such term is defined in Regulation D under
          the Securities Act of 1933, as amended.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        13. This
          letter agreement shall be binding on the undersigned and such person’s
          respective successors, heirs, personal representatives and assigns. This
          letter
          agreement shall terminate on the earlier of (a) the consummation of a Business
          Combination and (b) the Liquidation Date; provided that such termination
          shall
          not relieve the undersigned from liability for any breach of this agreement
          prior to its termination.

        


        14. The
          undersigned authorizes any employer, financial institution, or consumer
          credit
          reporting agency to release to the Underwriters and its legal representatives
          or
          agents (including any investigative search firm retained by the Underwriters)
          any information they may have about the undersigned’s background and finances
          (“Information”).
          Neither the Underwriters nor its 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.

        


        15. The
          undersigned acknowledges and understands that the Company and the Underwriters
          will rely upon the agreements, representations and warranties set forth
          herein
          in proceeding with the IPO. Nothing contained herein shall be deemed to
          render
          the Underwriters a representative of, or a fiduciary with respect to, the
          Company, its shareholders, or any creditor or vendor of the Company with
          respect
          to the subject matter hereof.

        


        16. This
          letter agreement shall be governed by and interpreted and construed in
          accordance with the laws of the State of New York applicable to contracts
          formed
          and to be performed entirely within the State of New York, without regard
          to the
          conflicts of law provisions thereof to the extent such principles or rules
          would
          require or permit the application of the laws of another
          jurisdiction.

        


        17. No
          term
          or provision of this letter agreement may be amended, changed, waived,
          altered
          or modified except by written instrument executed and delivered by the
          party
          against whom such amendment, change, waiver, alteration or modification
          is to be
          enforced.

        


        18. As
          used
          herein:

        


        
          	 	
                  ·

                	
                  “Business
                    Combination”
                    means the acquisition of all or at least a majority of the equity
                    interest
                    in one or more Target Businesses through a merger, capital stock
                    exchange,
                    asset acquisition, stock purchase, or other similar transaction,
                    including
                    obtaining a majority interest through contractual
                    arrangements.

                


        

        


        
          	 	
                  ·

                	
                  “Existing
                    Holders”
                    means all of the holders of the Company’s securities before completion of
                    the IPO.

                


        

        


        
          	 	
                  ·

                	
                  “Extended
                    Period”
                    means the 12 month extension to the time period within which
                    the Company
                    must complete a Business Combination, which extension is conditioned
                    upon
                    (i) the Company entering into a letter of intent, agreement in
                    principle
                    or definitive agreement with respect to a Business Combination
                    within 24
                    months following the consummation of the IPO, (ii) the Company’s
                    shareholders approving the Extended Period at a special meeting
                    of the
                    Company’s shareholders for the purpose of soliciting their approval for
                    such extension, and (iii) holders of less than 30.0% of the IPO
                    Shares
                    both voting against the Extended Period and exercising their
                    redemption
                    rights in connection with such
                    vote.

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ·

                	
                  “Founders”
                    means the Company’s officers and directors and ASM SPAC(1)
                    Limited.

                


        

        


        
          	 	
                  ·

                	
                  “Founders’
                    Units”
                    means the 4,312,500 units purchased from the Company by ASM SPAC(1)
                    Limited on December 12, 2007 (up to 562,500 of which Founders’ Units will
                    be redeemed by the Company to the extent that the Underwriters
                    do not
                    exercise their over-allotment option) for a purchase price of
                    $25,000, or
                    approximately $0.006 per Founders’ Unit. Each Founders’ Unit consists of
                    one Ordinary Share (each a “Founders’
                    Share”)
                    and one warrant to purchase one Ordinary Share (each a “Founders’
                    Warrant”).
                    In February 2008, (a) Keith Wu purchased 215,625 Founders’ Units, (b)
                    Kenneth Gaw purchased 215,625 Founders’ Units, (c) Kenneth Shen purchased
                    269,531 Founders’ Units and (d) Richard Gadbois purchased 53,906 Founders’
                    Units (an aggregate of 754,687 Founders’ Units) from ASM SPAC(1) Limited
                    for approximately $0.006 per Founders’
Unit.

                


        

        


        
          	 	
                  ·

                	
                  “Insider
                    Warrants”
                    means the 4,550,000 warrants ASM SPAC(1) Limited, Keith Wu, Kenneth
                    Gaw,
                    Kenneth Shen and Richard Gadbois have committed to purchase at
                    a price of
                    $1.00 per warrant for an aggregate purchase price of $4,550,000
                    in a
                    private placement that will occur immediately prior to the completion
                    of
                    the IPO.

                


        

        


        
          	 	
                  ·

                	
                  “Public
                    Shareholders”
                    means purchasers of Ordinary Shares in the IPO or in the secondary
                    market,
                    including any of the Company’s officers or directors and their affiliates
                    to the extent that they purchase or acquire Ordinary Shares in
                    the IPO or
                    in the secondary market.

                


        

        


        
          	 	
                  ·

                	
                  “Target
                    Business”
                    means one or more operating businesses having its primary operations
                    in
                    Asia (including, without limitation, each country located in
                    the Eastern,
                    Southern and South Eastern subregions of Asia, but specifically
                    excluding
                    North Korea), which, after completion of the IPO, the Company
                    may target
                    for a Business Combination.

                


        

        


        
          	 	
                  ·

                	
                  “Trust
                    Account”
                    means the trust account established under the Investment Management
                    Trust
                    Agreement, dated as of [________], 2008, by and between the Company
                    and
                    Continental Stock Transfer & Trust
                    Company.

                


        

        
 

          
            	 	
                    By:

                  	
                          
                      

                  	 
	 	
                     

                  	
                    Name:
                      Kenneth Gaw

                  	 
	 	
                     

                  	
                    Title:
                      Director

                  	 


          

           

          Accepted
            and agreed:

          
            


            ASM
              ACQUISITION COMPANY LIMITED

            


            


            
              	
                      By:

                    	
                         
                        

                    	 
	
                       

                    	
                      Name:
                        

                    	 
	
                       

                    	
                      Title:
                        

                    	 


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

          

        

         

        Exhibit
          A

        [Biographical
          and Conflicts of Interest Information Furnished to the Company]

        


        


        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        


        Exhibit
          B

        [D&O
          Questionnaire and NASD Questionnaire]

        


        


        
          
            
            

          

          
            B-1