Unassociated Document


     

    Exhibit
      10.10

     

    SECURITIES
      ESCROW AGREEMENT

     

    SECURITIES
      ESCROW AGREEMENT, dated as of ___________,
      2008
      (“Agreement”), by and among HAMBRECHT ASIA ACQUISITION CORP., a company
      organized under the laws of the Cayman Islands (“Company”), JOHN WANG, ROBERT J.
      EU, STEPHEN N. CANNON and AEX ENTERPRISES LIMITED (collectively “Initial
      Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“Escrow
      Agent”). 

     

    WHEREAS,
      the Company has entered into an Underwriting
      Agreement, dated ___________,
      2008
      (“Underwriting Agreement”), with Broadband Capital Management, Inc.
      (“Broadband”) acting as representative of the several underwriters
      (collectively, the “Underwriters”), pursuant to which, among other matters, the
      Underwriters have agreed to purchase 4,000,000 units (not including the
      underwriters’ overallotment option) (“Units”) of the Company. Each Unit consists
      of one of the Company’s ordinary share, $0.001 par value (each an “Ordinary
      Share”), and one warrant (“Warrant”), each Warrant to purchase one Ordinary
      Share, all as more fully described in the Company’s definitive Prospectus, dated
_________, 2008
      (“Prospectus”) comprising part of the Company’s Registration Statement on Form
      S-1 (File No. 333-146147 ) under the Securities Act of 1933, as amended
      (together, the “Registration Statement”), which was declared effective on
      ___________,
      2008
      (“Effective Date”). 

     

    WHEREAS,
      the Initial Shareholders 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 their Ordinary Shares (the “Escrow
      Shares”) and warrants exercisable for Ordinary Shares (the “Escrow Warrants”;
      and collectively with the Escrow Shares, the “Escrow Securities”), as set forth
      opposite their respective names in Exhibit
      A attached
      hereto, in escrow as hereinafter provided.

     

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

     

    IT
      IS
      AGREED:

     

    1. Appointment
      of Escrow Agent. The Company and the Initial Shareholders 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. On or before the Effective Date, each of the Initial
      Shareholders shall deliver to the Escrow Agent certificates representing his
      or
      her respective Escrow Securities, to be held and disbursed subject to the terms
      and conditions of this Agreement. Each Initial Shareholder acknowledges and
      agrees that the certificate(s) representing his or her Escrow Securities will
      bear a legend to reflect the deposit of such Escrow Securities under this
      Agreement. 

     

    3. Disbursement
      of the Escrow Securities. The Escrow Agent shall (i) hold the Escrow Securities
      until the date that is twelve (12) months following consummation of a Business
      Combination, as defined in the Registration Statement and (ii) hold the Escrow
      Warrants until the consummation of a Business Combination. The time that the
      Escrow Warrants or the Escrow Shares are held in escrow pursuant to this
      Agreement is referred to herein as the “Escrow Period”. On the expiration of the
      applicable Escrow Period, the Escrow Agent shall, upon written instructions
      from
      each Initial Shareholder, disburse each of the Initial Shareholder’s Escrow
      Securities to such Initial Shareholder; provided, however, 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 Escrow Period, then the Escrow Agent
      shall promptly destroy the certificates representing the Escrow Securities
      and,
      provided further, that if,
      after
      the Company consummates a Business Combination , it (or the surviving entity)
      subsequently
      consummates a liquidation, merger, stock exchange or other similar transaction
      which results in all of its shareholders having the right to exchange their
      Ordinary Shares or warrants for cash, securities or other property, then the
      Escrow Agent will, upon receipt of a notice, executed by the Chairman, Chief
      Executive Officer or Chief Financial Officer of the Company, in form reasonably
      acceptable to the Escrow Agent, certifying that such transaction is then being
      consummated, release the Escrow Securities to the Initial Shareholders so that
      they can similarly participate. The Escrow Agent shall have no further duties
      hereunder after the disbursement or destruction of the Escrow Securities in
      accordance with this Section 3. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Rights
      of
      Initial Shareholders 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 Shareholders shall retain all of their rights
      as
      shareholders of the Company during the Escrow Period with respect to the Escrow
      Shares, including, without limitation, the right to vote such shares.


     

    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 Shareholders, but all dividends payable
      in securities 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.
      Except
      as set forth in Section 3, during the 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 Initial Shareholder’s immediate family or to
      a trust or other entity, the beneficiary of which is an Initial Shareholder
      or a
      member of an Initial Shareholder’s immediate family, (ii) by virtue of the laws
      of descent and distribution upon death of any Initial Shareholder, or (iii)
      pursuant to a qualified domestic relations order; provided, however, that such
      permissive 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 defined below) signed by the Initial Shareholder
      transferring the Escrow Securities. During the Escrow Period, the Initial
      Shareholders shall not pledge or grant a security interest in the Escrow
      Securities or grant a security interest in their rights under this Agreement.
      

     

    4.4 Insider
      Letters.
      Each of
      the Initial Shareholders has executed a letter agreement with Broadband and
      the
      Company, dated as of the Effective Date, and which is filed as an exhibit to
      the
      Registration Statement (“Insider Letter”), respecting the rights and obligations
      of such Initial Shareholder 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. 

     

    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including 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 B 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, all 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
      Shareholders 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 Broadband,
      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 reasonably deems
      appropriate. 

     

    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 other parties hereto,
      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, 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 Shareholders hereby acknowledges that the Underwriters, including,
      without limitation, Broadband, are third party beneficiaries of this Agreement
      and this Agreement may not be modified or changed without the prior written
      consent of Broadband. 

     

    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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 days after the date of mailing,
      as
      follows:

     

    If
      to the
      Company, to:

     

    Hambrecht
      Asia Acquisition Corporation

    13/F
      Tower 2

    New
      World
      Tower

    18
      Queens
      Road Central

    Hong
      Kong

    Attn:
      John Wang, Chief Executive Officer

    Fax
      No.:
      [                  
]

     

    If
      to a
      Shareholder, to his or her address set forth in Exhibit A. 

     

    and
      if to
      the Escrow Agent, to:

     

                   
      Continental Stock Transfer & Trust Company

            17
      Battery Place

            New
      York, NY 10004

            Attn:
      [                  
]

            Fax
      No.:
      [                  
]

    


    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Ellenoff
      Grossman & Schole, LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    


    and

    


    Broadband
      Capital Management, Inc.

    712
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      T.
      Corby Hocker

    


    and

    


    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn:
      Mitchell S. Nussbaum, 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 Prospectus.
      

     

    6.8 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. 

     

    6.9 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, and hereby agrees not to seek recourse,
      reimbursement, payment or satisfaction for any Claim against the Trust Account
      for any reason whatsoever.

     

    [remainder
      of document continued on next page]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

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

     

    
      	 	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	
            	 
 	 
 
	
            	By: 	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      	 	 	 
	 	INITIAL
              SHAREHOLDERS:
	 
 	

	
            	
              

              John
                Wang

            
	 	 
	 	 
	 	
              
Robert
              J. Eu


    

    

      	 	 	 
	 	
              CANNON
                FAMILY IRREVOCABLE TRUST

            
	 
 	 
 	 
 
	
            	By: 	
            
	 	
              

              
                Stephen
                  N. Cannon, Trustee

              

            


    

    

      	 	 	 
	 	
              AEX
                ENTERPRISES LIMITED

            
	 
 	 
 	 
 
	
            	By: 	
            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

    
       

        	 	 	 
	 	
                
                  W.R.
                    HAMBRECHT + CO., LLC

                

              
	 
 	 
 	 
 
	
              	By: 	
              
	 	
                

                Name:
                  

              
	 	
                Title:
                  

              


      

      
        
          
            
              

                	 	 	 
	 	
                        
                          HAMBRECHT
                            1980 REVOCABLE TRUST

                        

                      
	 
 	 
 	 
 
	
                      	By: 	
                      
	 	
                        

                        Name:
                          

                      
	 	
                        Title:
                          

                      


              

              
                

                  	 	 	 
	 	
                          
                            SHEA
                              VENTURES LLC

                          

                        
	 
 	 
 	 
 
	
                        	By: 	
                        
	 	
                          

                          Name:
                            

                        
	 	
                          Title:
                            

                        


                

                
                  
                    

                      	 	 	 
	 	
                              
                                
                                  MARBELLA
                                    CAPITAL PARTNERS LTD.

                                

                              

                            
	 
 	 
 	 
 
	
                            	By: 	
                            
	 	
                              

                              Name:
                                

                            
	 	
                              Title:
                                

                            


                    

                     

                  

                

              

            

          

        

      

    

    
      	 	 	 
	 	
              Continental
                Stock Transfer & Trust Company

            
	 
 	 
 	 
 
	
            	By: 	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

    EXHIBIT
      A

     

    
      	
              Name
                and Address of Initial Shareholders

            	 	
              Number
                of Escrow Shares

            	 	
              Number
                of Escrow Warrants

            	 
	
              John
                Wang

              [address]

            	 	 	
              333,333

            	 	 	
              0

            	 
	
              Robert
                J. Eu

              [address]

            	 	 	
              333,334

            	 	 	
              0

            	 
	
              Cannon
                Family Irrevocable Trust

              [address]

            	 	 	
              333,333

            	 	 	
              0

            	 
	
              AEX
                Enterprises Limited

              [address]

            	 	 	
              0

            	 	 	
              300,000

            	 
	
              WR
                Hambrecht + Co., LLC

              
                [address]

              

            	 	 	
              0

            	 	 	
              150,000

            	 
	
              Hambrecht
                1980 Revocable Trust

                [address]

              

            	 	 	
              0

            	 	 	
              300,000

            	 
	
              Shea
                Ventures LLC

                [address]

              

            	 	 	
              0

            	 	 	
              300,000

            	 
	
              Marbella
                Capital Partners Ltd.

                [address]

              

            	 	 	
              0

            	 	 	
              100,000

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

     

      
      EXHIBIT B

     

     Escrow
      Agent Fees

     

    $1,800
      annually for acting agent escrow fee.

     

    Initial
      acceptance fee and first year agent fee to be paid at closing.