Unassociated Document


    


    [Form
      of
      Letter Agreement for ASM SPAC(1) Limited]

    


    [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 19
      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 shareholder 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. 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 the undersigned 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. 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. 

    


    3. 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.

    


    4. 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 it 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 it 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.

    


    5. The
      undersigned’s questionnaire(s) furnished to the Company and the Underwriters and
      attached hereto as Exhibit A 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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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.

    


    6. 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 it 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.

    


    7. The
      undersigned has full right and power, without violating any agreement by which
      it 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 sponsor of the
      Company.

    


    8. 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 it 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 it may acquire in or following the IPO in favor of the
      Extended Period or the Business Combination, as applicable.

    


    In
      addition, the undersigned waives its 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 it will not seek redemption with respect to
      such
      shares in connection with any vote to approve the Extended Period or a Business
      Combination.

    


    9. 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 its 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 Ordinary Shares
      underlying the Units issued in the IPO (the “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 its Founders’ Shares or the Ordinary
      Shares underlying the Founders’ Warrants or the Insider Warrants.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    10. The
      undersigned agrees to indemnify and hold harmless the Company, jointly and
      severally with 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.

    


    11. 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.

    


    12. 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.

    


    13. This
      letter agreement shall be binding on the undersigned and its respective
      successors, heirs, 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. 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.

    


    15. 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.

     

    
      
        
        

      

      
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    16. 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.

            


    

    


    
      	 	
              ·

            	
              “Founders”
                means the Company’s officers and directors and the
                undersigned.

            


    

    


    
      	 	
              ·

            	
              “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 the 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.

            


    

    


    
      	 	
              ·

            	
              “Liquidation
                Date”
                means the earliest date on which both (a) the Trust Account has been
                liquidated and distributed to the Public Shareholders and (b) the
                Company
                has completed its voluntary winding-up.


            


    

    


    
      	 	
              ·

            	
              “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.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              “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.

            


    

     

    
      


      
        	 	
                ASM
                  SPAC(1) LIMITED

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                      
                  

              	 
	 	
                 

              	
                Name:
                  

              	 
	 	
                 

              	
                Title:
                  

              	 


      

       

      Accepted
        and agreed:

    

    
      


      ASM
        ACQUISITION COMPANY LIMITED

      


      


      
        	
                By:

              	
                   
                  

              	 
	
                 

              	
                Name:
                  

              	 
	
                 

              	
                Title:
                  

              	 


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

    

    Exhibit
      A

    [NASD
      Questionnaire]

     

     

    


    
      
        
        

      

      
        A-1