Unassociated Document


    Exhibit
      10.15

     

    WARRANT
      PURCHASE AGREEMENT 

     

    WARRANT
      PURCHASE AGREEMENT (this “Agreement”) made as of this ___________day of
      _________, 2008 among Hambrecht Asia Acquisition Corp., a Delaware corporation
      (the “Company”) and the undersigned (the “Purchasers”).

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “SEC”) a
      registration statement on Form S-1, as amended (File No. 333-146147) (the
“Registration Statement”), in connection with the Company’s initial public
      offering (the “IPO”) of 4,000,000 units (the “Units”), each unit consisting of
      one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”),
      and (ii) one warrant (the “Warrants”), each warrant to purchase one Ordinary
      Share; and

     

    WHEREAS,
      immediately prior to the consummation of the IPO, the Company desires to sell
      in
      a private placement to the Purchasers (the “Placement”) an aggregate of 750,000
      warrants (the “Placement Warrants”) substantially identical to the Warrants
      being issued in the IPO pursuant to the terms and conditions hereof and as
      set
      forth in the Registration Statement, except that the Placement Warrants to
      be
      issued in the Placement shall not be registered under the Securities Act of
      1933, as amended (the “Securities Act”); and

     

    WHEREAS,
      each Purchaser desires to acquire the number of Placement Warrants set forth
      opposite his name on Schedule A hereto; and

     

    WHEREAS,
      except as provided herein, the Placement Warrants shall be governed by the
      Warrant Agreement filed as an exhibit to the Registration Statement;
      and

     

    WHEREAS,
      the Purchasers are entitled to registration rights with respect to the Placement
      Warrants and the Ordinary Shares underlying the Placement Warrants (the
“Underlying Shares”) on the terms set forth in this Agreement;

     

    NOW,
      THEREFORE, for and in consideration of the premises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1. Purchase
      of Placement Warrants.
      The
      Purchasers hereby agree, directly or through their nominees, to purchase an
      aggregate of 750,000 Placement Warrants at a purchase price of $1.00 per
      Placement Warrant, or an aggregate of $750,000 (the “Purchase Price”). Such
      purchases shall be in the names and amounts set forth on Schedule A
      hereto.

     

    2. Closing.
      The
      closing of the purchase and sale of the Placement Warrants (the “Closing”) will
      take place at such time and place as the parties may agree (the “Closing Date”),
      but in no event later than one business day prior to the closing date (the
“IPO
      Closing Date”) of the IPO. On or prior to the IPO Closing Date, the Purchasers
      shall pay the Purchase Price by wire transfer of funds to Loeb & Loeb,
      outside counsel for the Company. On the Closing Date, the Company shall cause
      Loeb & Loeb to transfer the Purchase Price to the trust account at JPMorgan
      Chase NY Bank, maintained by Continental Stock Transfer & Trust Company,
      acting as trustee (the “Trust Account”). The certificates for the Placement
      Warrants shall be placed into escrow pursuant to the Securities Escrow Agreement
      dated __________, 2008 by and among Continental and the other signatories
      thereto.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby represents and warrants to the Company that:

     

    3.1 The
      execution and delivery by the Purchasers of this Agreement and the fulfillment
      of and compliance with the respective terms hereof by the Purchasers do not
      and
      shall not as of the Closing
      conflict with or result in a breach of the terms, conditions or provisions
      of
      any other agreement, instrument, order, judgment or decree to which Purchasers
      are subject to. 

     

    3.2 The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

     

    3.3 The
      Placement Warrants are being acquired for the Purchaser’s own account, only for
      investment purposes and not with a view to, or for resale in connection with,
      any distribution or public offering thereof within the meaning of the Securities
      Act.

     

    3.4 The
      Purchaser has the full right, power and authority to enter into this Agreement
      and this Agreement is a valid and legally binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms.

     

    3.5 The
      Purchaser understands that no United States federal or state agency or any
      other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the securities or the fairness or suitability of the investment
      in the securities nor have such authorities passed upon or endorsed the merits
      of the offering of the securities.

     

    4. Registration
      Rights.
      The
      Purchasers shall have registration rights pursuant to the Registration Rights
      Agreement, dated as of _____________, 2008, by and among the Company and the
      Investors listed on the signature page thereto.

     

    5. Waiver
      of Claims Against Trust Account.
      Each
      Purchaser hereby waives any and all right, title, interest or claim of any
      kind
      in or to any distributions from the Trust Account with respect to any Ordinary
      Shares acquired by the Purchaser in connection with the exercise of the
      Placement Warrants purchased pursuant to this Agreement ("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 Trust Account for any reason whatsoever.

     

    6. Legends;
      Denominations

     

    6.1 Legend.
      The
      Company will issue the Placement Warrants, and when issued the Underlying
      Shares, purchased by Purchaser in the name of Purchaser and in such
      denominations to be specified by Purchaser. The Placement Warrants and
      Underlying Shares will bear the following legend and appropriate "stop transfer"
      instructions:

    


    “THE
      SECURITIES
      REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE
      SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
      OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS
      CORPORATION, IS AVAILABLE.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
      CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY
      NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
      TERM
      OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).” 

     

    7. Forfeiture
      of Warrants.

     

    7.1. Failure
      to Consummate Business Combination.
      The
      Placement Warrants shall be forfeited to the Company in the event the Company
      does not consummate a business combination within 18, 24 or 36 months from
      the
      date of the final prospectus relating to the Company’s IPO, as described in the
      Registration Statement.

     

    7.2. Termination
      of Rights as holder; Escrow.
      If the
      Placement Warrants are forfeited in accordance with this Section 7, then after
      such time the Purchaser (or successor in interest), shall no longer have any
      rights as a holder of such Placement Warrants, and the Company shall take such
      action as is appropriate to cancel such Placement Warrants. To effectuate the
      foregoing, all certificates representing Placement Warrants shall be held in
      escrow as provided in Section 2 hereof. In addition, Purchaser hereby
      irrevocably grants the Company a limited power of attorney for the purpose
      of
      effectuating the foregoing.

     

    8. Waiver
      and Indemnification.
      Each
      Purchaser hereby waives any and all rights to assert any present or future
      claims, including any right of rescission, against the Company or the
      underwriters in the IPO with respect to their purchase of the Placement
      Warrants, and each Purchaser agrees jointly and severally to indemnify and
      hold
      the Company and the underwriters in the IPO harmless from all losses, damages
      or
      expenses that relate to claims or proceedings brought against the Company or
      such underwriters by Purchasers of the Placement Warrants.

     

    9. Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and all of which taken together
      shall
      constitute one and the same instrument. This Agreement or any counterpart may
      be
      executed via facsimile transmission, and any such executed facsimile copy shall
      be treated as an original.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    10. 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.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the ____day
      of  ___________, 2007.

     

    
      	 	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

    
      	 	 	 
	 	
              PURCHASERS:

            
	 	 
	 	
              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:
                                  

                              


                      

                       

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    
      
        
        

      

      
        5