Unassociated Document


    


    SECURITIES
      ESCROW AGREEMENT

    


    SECURITIES
      ESCROW AGREEMENT, dated as of [_________], 2008 (this “Agreement”) by and
      among ASM Acquisition Company Limited, a Cayman Islands exempted company (the
      “Company”), the undersigned parties listed as Initial Holders on the signature
      page hereto (collectively, the “Initial Holders”), and Continental Stock
      Transfer & Trust Company, a New York corporation, as escrow agent ( the
“Escrow Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated [_________],
      2008
      (“Underwriting Agreement”), with UBS Securities LLC (“UBS”), as representative
      of the underwriters named therein (collectively, the “Underwriters”), in
      connection with a public offering (the “Public Offering”) by the Company of
      Units (as hereafter defined), pursuant to which, among other matters, the
      Underwriters have agreed to purchase 15,000,000 units (“Units”) of the Company
      (not including the Underwriters’ over-allotment option), each consisting of one
      ordinary share of the Company, par value $.001 per share (an “Ordinary Share”),
      and one warrant (a “Warrant”). Each Warrant evidences the right of the holder
      thereof to purchase one Ordinary Share for $7.50, subject to adjustment, as
      described in the Warrant Agreement dated as of [_________], 2008 by and between
      the Company and Continental Stock Transfer & Trust Company, as warrant
      agent; and

    


    WHEREAS,
      the Company will complete a private placement of 4,550,000 warrants (the
“Insider Warrants,” which term shall include both the warrants and the Ordinary
      Shares issuable upon exercise of such warrants) at a price of $1.00 per Insider
      Warrant (the “Private Placement”) immediately prior to the completion of the
      Public Offering; and

    


    WHEREAS,
      the Initial Holders have agreed, as a condition of the Underwriters’ obligation
      to purchase the Units pursuant to the Underwriting Agreement and to offer them
      to the public, to deposit all of the Insider Warrants and the units of the
      Company (the “Founders’ Units,” which term shall include both the units and the
      underlying Ordinary Shares and warrants of the Company and the Ordinary Shares
      issuable upon exercise of such warrants) owned by them prior to the consummation
      of the Public Offering, which amounts are set forth opposite their respective
      names in Schedule
      A
      attached
      hereto (such Insider Warrants and Founders’ Units being collectively referred to
      herein as the “Escrow Securities”; provided,
      however,
      that if
      UBS does not exercise the over-allotment option in full, the Escrow Securities
      shall consist of such lesser amount as remains after the cancellation of
      Founders’ Units held in escrow pursuant to Section 3.1), in escrow as
      hereinafter provided; and

    


    WHEREAS,
      the Company and the Initial Holders desire that the Escrow Agent accept the
      Escrow Securities, in escrow, to be held and disbursed as hereinafter
      provided.

    


    NOW,
      THEREFORE, IT IS AGREED:

    


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Holders hereby appoint the Escrow Agent to act in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Deposit
      of Escrow Securities.
      Prior
      to the date of the consummation of the Public Offering, each of the Initial
      Holders shall cause to be delivered to the Escrow Agent certificates
      representing its respective Escrow Securities to be held and disbursed subject
      to the terms and conditions of this Agreement. Each Initial Holder acknowledges
      and agrees that the certificates representing its Escrow Securities will be
      legended to reflect the deposit of such Escrow Securities under this Agreement.
      

    


    3. Disbursement
      of the Escrow Securities.

    


    3.1. The
      Escrow Securities.
      The
      Escrow Agent shall hold the Insider Warrants, as set forth in Schedule
      A,
      until
      it receives a certificate signed by the Chief Executive Officer or a Co-Chief
      Investment Officer of the Company stating that the Company consummated its
      initial Business Combination (as hereinafter defined) (the “Warrant Escrow
      Period”). The Escrow Agent shall hold the Founders’ Units, as set forth in
Schedule
      A,
      until
      it receives a certificate signed by the Chief Executive Officer or Chief
      Financial Officer of the Company stating one year has passed since the date
      on
      which the Company consummated its initial Business Combination (as hereinafter
      defined) (the “Unit Escrow Period,” and together with the Warrant Escrow Period,
      the “Escrow Period”). Following the termination date of the applicable Escrow
      Period, the Escrow Agent shall, upon written instructions from each Initial
      Holder, disburse the Initial Holder’s Escrow Securities to such Initial Holder;
provided however,
      that
      if, after the Company consummates a Business Combination, it (or the surviving
      entity) subsequently consummates a liquidation, merger, share exchange or other
      similar transaction which results in all of the shareholders of such entity
      having the right to exchange their ordinary shares for cash, securities or
      other
      property, then the Escrow Agent will, upon receipt of a certificate, executed
      by
      the Chief Executive Officer or Chief Financial Officer of the Company, in form
      reasonably acceptable to the Escrow Agent, that such transaction is then being
      consummated, release the Escrow Securities to the Initial Holders immediately
      prior to the consummation of such transaction so that they can similarly
      participate; provided,
      further,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the applicable Escrow Period,
      then the Escrow Agent shall promptly destroy the certificates representing
      the
      Escrow Securities; provided further,
      that if
      the Escrow Agent is notified by the Company that UBS did not exercise its
      over-allotment option pursuant to the Underwriting Agreement or exercised it
      in
      part, an amount of the Founders’ Units such that the remaining Ordinary Shares
      underlying the Founders’ Units shall not exceed 20.0% of the outstanding
      Ordinary Shares after the Public Offering (but in no event more than 562,500
      Founders’ Units) shall be forfeited by the Initial Holders and cancelled by the
      Company and the Escrow Agent shall promptly destroy the certificates
      representing such Founders’ Units.

    


    3.2. Duties;
      Definition of Business Combination.
      The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Securities in accordance with this Section 3. For
      purposes of this Agreement, (i) a “Business Combination” shall mean the
      acquisition of all or at least a majority of the equity interest in one or
      more
      operating businesses having its primary operations in Asia through a merger,
      capital stock exchange, asset acquisition, stock purchase, or other similar
      transaction, including obtaining a majority interest through contractual
      arrangements. A “Business Combination” will only involve a transaction whereby
      any business or businesses which the Company acquires are neither investment
      companies nor companies excluded from the definition of investment company
      by
      Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, or the
      Investment Company Act. 

     

    
      
         

      

      
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    4. Rights
      of Initial Holders in Escrow Securities.

    


    4.1. Voting
      Rights as a Shareholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Holders shall retain all of their rights as
      shareholders of the Company during the Escrow Period, including, without
      limitation, the right to vote the Ordinary Shares underlying the Founder’s
      Units.

    


    4.2. Dividends
      and Other Distributions in Respect of the Escrow Securities.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Securities shall be paid to the Initial Holders, but all dividends payable
      in
      share or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

    


    4.3. Restrictions
      on Transfer.
      During
      the applicable Escrow Period, no sale, transfer or other disposition may be
      made
      of any or all of the Escrow Securities except (i) by gift to an affiliate or
      a
      member of the Initial Holder’s immediate family (or a member of the immediate
      family of its officers or directors) or to a trust or other entity, the
      beneficiary of which is the Initial Holder (or one of its officers or directors
      or a member of their respective immediate families), (ii) by virtue of the
      laws
      of descent and distribution upon death of any Initial Holder, or (iii) pursuant
      to a qualified domestic relations order; provided,
      however,
      that
      such permitted transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter (as described in Section 4.4 hereof) signed
      by the Initial Holder transferring the Escrow Securities. During the Escrow
      Period, no Initial Holder shall pledge or grant a security interest in its
      Escrow Securities or grant a security interest in its rights under this
      Agreement.

    


    4.4. Insider
      Letters.
      Each of
      the Initial Holders has executed a letter agreement with UBS and the Company,
      dated as indicated on Schedule
      A
      hereto
      (“Insider Letter”), and which is filed as an exhibit to the Company’s
      Registration Statement on Form F-1, Registration No. 333-148549, with
      respect to the Units to be issued in the Public Offering (the “Registration
      Statement”), respecting the rights and obligations of such Initial Holder in
      certain events, including but not limited to the liquidation of the
      Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1. Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    
      
         

      

      
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    5.2. Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including reasonable counsel fees and disbursements,
      or
      loss suffered by the Escrow Agent in connection with any action, suit or other
      proceeding involving any claim which in any way, directly or indirectly, arises
      out of or relates to this Agreement, the services of the Escrow Agent hereunder,
      or the Escrow Securities held by it hereunder, other than expenses or losses
      arising from the gross negligence or willful misconduct of the Escrow Agent.
      Promptly after the receipt by the Escrow Agent of notice of any demand or claim
      or the commencement of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing. In the event of the receipt of
      such
      notice, the Escrow Agent, in its sole discretion, may commence an action in
      the
      nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Securities or it may deposit the Escrow Securities
      with the clerk of any appropriate court or it may retain the Escrow Securities
      pending receipt of a final, non-appealable order of a court having jurisdiction
      over all of the parties hereto directing to whom and under what circumstances
      the Escrow Securities are to be disbursed and delivered. The provisions of
      this
      Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
      pursuant to Sections 5.5 or 5.6 below.

    


    5.3. Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder as set forth on Exhibit
      A
      hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, reasonable counsel, advisors’ and
      agents’ fees and disbursements and all taxes or other governmental
      charges.

    


    5.4. Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial Holders
      shall deliver or cause to be delivered to the Escrow Agent such further
      documents and instruments and shall do or cause to be done such further acts
      as
      the Escrow Agent shall reasonably request to carry out more effectively the
      provisions and purposes of this Agreement, to evidence compliance herewith
      or to
      assure itself that it is protected in acting hereunder.

    


    5.5. Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company and approved by UBS, the Escrow
      Securities held hereunder. If no new escrow agent is so appointed within the
      60
      day period following the giving of such notice of resignation, the Escrow Agent
      may deposit the Escrow Securities with any court it deems
      appropriate.

     

    
      
         

      

      
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    5.6. Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Holders, jointly, provided,
      however,
      that
      such resignation shall become effective only upon acceptance of appointment
      by a
      successor escrow agent as provided in Section 5.5.

    


    5.7. Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6. Miscellaneous.

    


    6.1. Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York (each, a “New York court”), and irrevocably
      submits to such jurisdiction, which jurisdiction shall be exclusive. Each of
      the
      parties hereby waives any objection to such exclusive jurisdiction and that
      such
      courts represent an inconvenient forum. 

    


    6.2. Third-Party
      Beneficiaries.
      Each of
      the Initial Holders hereby acknowledges that UBS is a third-party beneficiary
      of
      this Agreement and this Agreement may not be modified or changed without the
      prior written consent of UBS.

    


    6.3. Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

    


    6.4. Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    
      
         

      

      
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    6.6. Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows:

    


    If
      to the
      Company, to:

    


    ASM
      Acquisition Company Limited 

    Unit
      601-2, 6th Floor

    St.
      George’s Building

    2
      Ice
      House Street

    Central,
      Hong Kong

    Attn:
      Eugene Tan, Chief Executive Officer 

    


    If
      to an
      Initial Holder, to its address set forth in Exhibit
      A.

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    [Address]

    Attn: [___________]

    


    A
      copy of
      any notice sent hereunder shall be sent to (but which shall not constitute
      notice):

    


    Loeb
      & Loeb LLP 

    345
      Park
      Avenue 

    New
      York,
      New York 10154

    Attn: Mitchell
      S. Nussbaum, Esq.

    


    and:

    UBS
      Investment Bank

    299
      Park
      Avenue

    New
      York,
      NY 10171

    Attn:
       [___________]

    


    and:

    


    Clifford
      Chance US LLP

    31
      West
      52nd
      Street

    New
      York,
      NY 10019-6131

    Attn: Alejandro
      E. Camacho, Esq.

    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


    6.7. Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the Registration
      Statement.

     

    
      
         

      

      
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    6.8. Waiver.
      Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
      any and all right, title, interest or claim of any kind (“Claim”) in or to any
      distribution of the Trust Account (as defined in that certain Investment
      Management Trust Agreement, dated as of the date hereof, by and between the
      Company and the Continental Stock Transfer & Trust Company, as trustee
      thereunder), and hereby agrees not to seek recourse, reimbursement, payment
      or
      satisfaction for any Claim against the Trust Account for any reason
      whatsoever.

    


    6.9. Counterparts.
      This
      Agreement may be executed in several counterparts each one of which shall
      constitute an original and may be delivered by facsimile transmission and
      together shall constitute one instrument.

     

    


    -
      Signature
      page of the Company immediately follows
      -

     

    
      
         

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	 	
              ASM
                ACQUISITION COMPANY LIMITED 

              


              By:
                _________________________________________________

              Eugene
                Tan,

              Chief
                Executive Officer

            


    

     

    


    -
      Signature
      page of Initial Holders immediately follows
      - 

     

    
      
         

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

    


    


    
      	
              INITIAL
                HOLDERS:

               

              _____________________________________

               

               

              
                _____________________________________

                 

                 

                
                  _____________________________________

                   

                   

                  
                    _____________________________________

                     

                     

                    
                      _____________________________________

                    

                     

                  

                

              

            


    

     

    


    -
      Signature
      page of Escrow Agent immediately follows
      -

    


    
      
         

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	 	
              Continental
                Stock Transfer & Trust Company, as Escrow Agent

               

              By:________________________________

              Name:
                

              Title:
                

            


    

     

    
      
         

      

      
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    SCHEDULE
      A

    


    


    
      	
              Name
                and Address of 

              Initial
                Holder

            	
              Number
                of 

              Insider
                Warrants

            	
              Number
                of 

              Founders’
                Units

            	
              Date
                of 

              Insider
                Letter

            
	 	 	 	 


    

     

     

    
      
         

      

      
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    EXHIBIT
      A

    


    Escrow
      Agent Fees

    


    


    
      
         

      

      
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