Unassociated Document


     

    Exhibit
      10.16

     

    RIGHT
      OF FIRST REFUSAL AND

     

    CORPORATE
      OPPORTUNITIES AGREEMENT

     

    This
      Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”)
      is made as of ___________, 2008 by and between Hambrecht Asia Acquisition Corp.,
      a Cayman Islands company (the “Company”) and ___________ (the “Granting
      Company”) in connection with the Company’s proposed initial public offering (the
“IPO”) of units pursuant to a registration statement on Form S-1 (as amended,
      the “Registration Statement”), filed by the Company with the United States
      Securities and Exchange Commission.

     

    WHEREAS,
      certain officers and directors of the Company are also officers and directors
      of
      the Granting Company; and

     

    WHEREAS,
      each of the Company and the Granting Company may be seeking business
      opportunities in the People’s Republic of China, and the parties hereto desire
      to enter into this Agreement to clarify the business opportunities for which
      each party shall have a right of first refusal.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements as set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1. Right
      of First Refusal.

     

    a. Grant
      of Right.
      For the
      term specified in Section 2 hereof, the Granting Company agrees to grant to
      the
      Company (i) in its certificate of incorporation or equivalent document or (ii)
      by written action of its board of directors and/or shareholders, as may be
      required under applicable law governing the Granting Company, expressly for
      the
      benefit of the Company (in either event, the “Granting Company Document”), a
      right of first refusal to any corporate opportunities belonging to it that
      may
      constitute a suitable Business Combination (as defined herein) for the Company.
      Specifically, the
      Granting Company shall refuse to review or consider any investment or
      acquisition opportunity in a business or businesses the Company may deem to
      be a
      Business Combination, as determined by the officer or director of the Granting
      Company that is also an officer or director of the Company until after the
      Company has rejected such opportunity. The Granting Company will not enter
      into
      any agreement to purchase or invest in such business or businesses until after
      the Company has rejected such opportunity. Decisions
      by the Company to release the Granting Company to pursue any corporate
      opportunity concerning a Business Combination will be made by a majority of
      the
      Company’s disinterested directors.

     

    b. Scope
      of Right
      . As
      used herein, the term “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
      (each a
“Target”). Notwithstanding the above, the term “Business Combination” shall not
      include any company with respect to which the Granting Company has initiated
      any
      contacts or entered into any discussions, formal or informal, or negotiations
      regarding a company being acquired by the Granting Company prior to the date
      hereof.

     

    c. General.
      Any
      partner, principal, director, officer or employee of the Granting Company that
      shall become aware of a corporate opportunity relating to a Target shall provide
      written notice of the opportunity to the Company within five (5) business days
      of its identification of the corporate opportunity. The Granting Company further
      agrees it will not enter into any agreement to purchase or invest in a Target
      until the Company has had a reasonable period of time to determine whether
      or
      not to pursue the opportunity. The provisions of this Section (c) shall be
      set
      forth in the Granting Company Document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Term.
      This
      Agreement shall become effective upon execution and shall remain in effect
      for a
      period expiring upon the earlier of: (i) the consummation by the Company of
      a
      Business Combination or (ii) the Company’s dissolution and liquidation, each in
      the circumstances and in the manner described in the Registration Statement
      (the
“Term”).

     

    3. Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

     

    To
      the
      Company:

     

    Hambrecht
      Asia Acquisition Corp.

    13/F
      Tower 2

    New
      World
      Tower

    18
      Queens
      Road Central

    Hong
      Kong

    Attn:
      John Wang, Chief Executive Officer

     

    with
      a
      copy to:

     

    Mitchell
      Nussbaum

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

     

    If
      to the
      Granting Company:

     

    [contact
      information]

     

    with
      a
      copy to:

     

    [contact
      information]

     

    with
      a
      copy to:

    


    Broadband
      Capital Management

    712
      Fifth
      Avenue, 49th Floor

    New
      York,
      NY 10019

    Attn:
      T.
      Corby Hocker

    


    with
      a
      copy to:

    


    Douglas
      Ellenoff 

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      NY 10017

     

    4. Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement.

     

    
      
        
        

      

      
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    5. Severability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof, which shall remain in full force and
      effect.

     

    6. Amendment.
      This
      Agreement may only be amended by a written instrument executed by each of the
      parties hereto. Notwithstanding the foregoing, this Agreement may not be amended
      to provide for its termination prior to the expiration of the Term without
      the
      approval of the affirmative vote of a majority of the Company’s ordinary shares
      purchased in the IPO.

     

    7. Survival.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. The provisions of this
      Section 7 are in addition to the survivorship provisions of any other
      section of this Agreement.

     

    8. Waiver
      Against Trust Account.
      Granting
      Company hereby (a) waives any and all right, title, interest or claim of any
      kind (a “Claim”) in or to all funds held in the trust account established for
      the benefit of the public shareholders of the Company (“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 Granting Company may have
      in the future as a result of, or arising out of, any contracts or agreements
      with the Company and (c) agrees it will not seek recourse against the Trust
      Account for any reason whatsoever.

     

    9. Entire
      Agreement.
      This
      Agreement (together with the other agreements and documents being delivered
      pursuant to or in connection with this Agreement) constitutes the entire
      agreement of the parties hereto with respect to the subject matter hereof and
      thereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    10. Governing
      Law, Venue, etc.

     

    a. This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to the conflict of laws
      principles thereof. The parties: (i) agree that any legal suit, action or
      proceeding arising out of or relating to this agreement and/or the transactions
      contemplated hereby shall be instituted exclusively in New York Supreme Court,
      County of New York, or in the United States District Court for the Southern
      District of New York, (ii) waive any objection which such party may have now
      or
      hereafter to the venue of any such suit, action or proceeding and (iii)
      irrevocably and exclusively consent to the jurisdiction of the New York Supreme
      Court, County of New York, and the United States District Court for the Southern
      District of New York in any such suit, action or proceeding arising out of
      this
      Agreement.

     

    b. The
      parties further agree to accept and acknowledge service of any and all process
      which may be served in any such suit, action or proceeding in the New York
      Supreme Court, County of New York, or in the United States District Court for
      the Southern District of New York and agrees service of process upon the Company
      mailed by certified mail to the Company’s address shall be deemed in every
      respect effective service of process upon the Company in any such suit, action
      or proceeding, and service of process upon mailed by certified mail to the
      Granting Company addresses shall be deemed in every respect effective service
      process upon the parties, in any such suit, action or proceeding arising out
      of
      this Agreement.

     

    c. THE
      PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
      UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT.

     

    11. Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf
      transmission shall constitute valid and sufficient delivery
      thereof.

     

    
      
        
        

      

      
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    12. Waiver,
      etc.
      The
      failure of any of the parties hereto to at any time enforce any of the
      provisions of this Agreement shall not be deemed or construed to be a waiver
      of
      any such provision, nor to in any way effect the validity of this Agreement
      or
      any provision hereof or the right of any of the parties hereto to thereafter
      enforce each and every provision of this Agreement. No waiver of any breach,
      non-compliance or non-fulfillment of any of the provisions of this Agreement
      shall be effective unless set forth in a written instrument executed by the
      party or parties against whom or which enforcement of such waiver is sought;
      and
      no waiver of any such breach, non-compliance or non-fulfillment shall be
      construed or deemed to be a waiver of any other or subsequent breach,
      non-compliance or non-fulfillment.

     

    13. Third
      Party Beneficiaries.
      The
      parties hereto hereby acknowledge that the underwriters of the IPO, including,
      without limitation, Broadband Capital Management (“Broadband”), are third party
      beneficiaries of this Agreement and this Agreement may not be modified or
      changed without the prior written consent of Broadband. 

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first specified above.

     

    
      	 	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
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              [NAME]

            
	 	 	 
	 	 	 
	
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