Unassociated Document


    
      


      [Form
        of
        Letter Agreement for Kenneth Shen]

      


      [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 Shen

                    	 
	 	
                       

                    	
                      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