Unassociated Document


    
      
        
          
            


            [Form
              of
              Letter Agreement for Eugene Tan]

            


            [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 17
              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. 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.

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            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. In
              order
              to minimize potential conflicts of interest which may arise from multiple
              affiliations, the undersigned agrees to present to the Company for
              its
              consideration, prior to presentation to any other person or entity,
              any suitable
              opportunity to acquire an operating 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, subject to any pre-existing fiduciary and
              contractual
              obligations the undersigned might have. 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.

            


            4. 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.

            


            5. 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.

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

             

            6. The
              undersigned agrees not to resign as Chief Executive Officer until the
              earlier of
              the consummation by the Company of a Business Combination or the date
              on which
              all of the conditions to the liquidation of the Company are satisfied
              (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.

            


            7. 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.

            


            8. 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 Chief Executive
              Officer,
              and hereby consents to being named in the Registration Statement as
              an officer
              of the Company.

            


            9. 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.

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            10. 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 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 his or her Founders’ Shares or the
              Ordinary Shares underlying the Founders’ Warrants or the Insider
              Warrants.

            


            11. 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.

            


            12. 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.

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            13. 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.

            


            14. 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.

            


            15. 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.

            


            16. 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.

            


            17. 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 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.

                    


            

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      ·

                    	
                      “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:
                            Eugene Tan

                        	 
	 	
                           

                        	
                          Title:
                            Chief Executive Officer

                        	 


                

                 

                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