Unassociated Document


    Exhibit
      10.7

     

     

    
      ________,
        2008

      Hambrecht
        Asia Acquisition Corp.

      13/F
        Tower 2

      New
        World
        Tower

      18
        Queens
        Road Central

      Hong
        Kong

       

      Broadband
        Capital Management LLC

      712
        Fifth
        Avenue

      New
        York,
        New York 10019

       

      Re:
        Initial Public Offering

       

      Gentlemen:

       

      The
        undersigned, a purchaser of warrants exercisable for Ordinary Shares of
        Hambrecht Asia Acquisition Corp. (the “Company”), in consideration of Broadband
        Capital Management LLC (“Broadband”) entering into a letter of intent, dated
        [                 
], 2007 (“Letter of Intent”), to underwrite an initial public offering (“IPO”)
        of the securities of the Company and embarking on, undertaking and continuing
        to
        participate in the IPO process, hereby agrees as follows (certain capitalized
        terms used herein are defined in paragraph XII hereof):

       

      I.
        (1) Except with respect to any of the IPO Shares acquired by the
        undersigned in connection with or following the IPO, the undersigned hereby
        (a)
        waives any and all right, title, interest or claim of any kind (a “Claim”) in or
        to all funds in the Trust Account and any remaining net assets of the Company
        upon liquidation of the Trust Account and dissolution of the Company, (b)
        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 (c) agrees that the
        undersigned will not seek recourse against the Trust Account for any reason
        whatsoever.

       

      II.
        (1) Neither
        the undersigned nor any affiliate of the undersigned (“Affiliate”) will be
        entitled to receive, and no such person will accept, any compensation for
        services rendered to the Company prior to, or in connection with, the
        consummation of a Business Combination; provided, however, that the undersigned
        shall be entitled to reimbursement from the Company for his out-of-pocket
        expenses incurred in connection with seeking and consummating a Business
        Combination.

       

      III.
        Neither
        the undersigned, any member of the Immediate Family of the undersigned, nor
        any
        Affiliate of the undersigned will be entitled to receive or accept a finder's
        fee or any other compensation in the event the undersigned, any member of
        the
        Immediate Family of the undersigned or any Affiliate originates a Business
        Combination.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IV. The
        undersigned has full right and power, without violating any agreement by
        which
        it is bound, to enter into this letter agreement.

       

      V. The
        undersigned acknowledges and understands that Broadband and the Company will
        rely upon this agreements and the representations and warranties set forth
        herein in proceeding with the IPO.

       

      VI.
        [Intentionally
        Omitted]

       

      VII. In
        connection with the vote required to consummate a Business Combination, the
        undersigned agrees that it will vote all Ordinary Shares owned by it prior
        to
        the IPO (the “Insider Shares”), if any, in accordance with the majority of the
        votes cast by the holders of the IPO Shares, and all Ordinary Shares acquired
        in
        or following the IPO in favor of a Business Combination.

       

      VIII. This
        letter agreement shall be governed by and construed and enforced in accordance
        with the laws of the State of New York, without giving effect to conflicts
        of
        law principles that would result in the application of the substantive laws
        of
        another jurisdiction. The undersigned hereby (i) agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this
        letter agreement (a “Proceeding”) shall be brought and enforced in the federal
        courts of the United States of America for the Southern District of New York,
        and irrevocably submits to the jurisdiction of such courts, which jurisdiction
        shall be exclusive, (ii) waives any objection to the exclusive jurisdiction
        of
        such courts and any objection that such courts represent an inconvenient
        forum
        and (iii) irrevocably agrees to appoint _________ as agent for the service
        of
        process in the State of New York to receive, for the undersigned and on its
        behalf, service of process in any Proceeding. If for any reason such agent
        is
        unable to act as such, the undersigned will promptly notify the Company and
        Broadband and appoint a substitute agent acceptable to each of the Company
        and
        Broadband within 30 days and nothing in this letter will affect the right
        of
        either party to serve process in any other manner permitted by law.

       

      IX. As
        used
        herein, (i) a “Business Combination” shall mean an acquisition by the Company,
        by merger, stock exchange, asset acquisition, reorganization or similar business
        combination, or control through contractual arrangements, of an operating
        business or businesses in the People’s Republic of China; (ii) “Ordinary Share”
shall mean the ordinary share, par value $0.001 per share, of the Company;
        (iii)
“Insiders” shall mean all officers, directors and shareholders of the Company
        immediately prior to the IPO; (iv) “Insider Shares” shall mean all of the
        Ordinary Shares owned by an Insider prior to the IPO; (v) “IPO Shares” shall
        mean the Ordinary Shares issued in the Company’s IPO; and (vi) “Trust Account”
shall mean the trust account in which most of the proceeds to the Company
        of the IPO will be deposited and held for the benefit of the holders of the
        IPO
        shares, as described in greater detail in the prospectus relating to the
        IPO.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      X. This
        letter agreement shall supersede any other letter agreement signed by the
        undersigned with respect to the subject matter hereof.

       

      
        	 	 	 	WR Hambrecht + Co., LLC 
	 	 	 	 
	
              	 	 	
              
	
              	 	 	
                
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