Unassociated Document


    


    Exhibit
      10.9

     

    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of 
      ___________________, 2008 by and between Hambrecht Asia Acquisition Corporation
      (the “Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, File No.
      333-146147______________ (“Registration Statement”), for its initial public
      offering (“IPO”) of units (the “Units”) of the Company, each Unit consisting of
      one ordinary share, par value $0.001 per share (the “Ordinary Share”) and one
      warrant to purchase one Ordinary Share (the “Warrant”), has been declared
      effective as of the date hereof (the “Effective Date”) by the Securities and
      Exchange Commission (the “Commission”); and

     

    WHEREAS,
      the Company has sold an aggregate of 750,000 warrants (the “Insider Warrants”)
      in a private placement (the “Placement”) pursuant to Regulation D promulgated by
      the Commission pursuant to the Securities Act of 1933, as amended (the “Act”)
      for a purchase price of $750,000; and

     

    WHEREAS,
      Broadband Capital Management LLC (the “Representative”) is acting as the
      representative of the several underwriters in the IPO; and

     

    WHEREAS,
      as described in the Company’s Registration Statement, and in accordance with the
      Company’s Amended and Restated Articles of Association, $29,760,000 of the gross
      proceeds of the IPO ($34,224,000 if the underwriters’ over-allotment option is
      exercised in full) and $750,000 of the sale proceeds of the Insider Warrants
      will be delivered to the Trustee to be deposited and held in a trust account
      for
      the benefit of the Company and the holders of the Company’s Ordinary Shares
      issued in the IPO (except as otherwise provided herein) and in the event the
      Units are registered in Colorado, pursuant to Section 11-51-302(6) of the
      Colorado Revised Statutes (the amount to be delivered to the Trustee will be
      referred to herein as the “Property”; the stockholders for whose benefit the
      Trustee shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders, the Representative and the Company
      will be referred to together as the “Beneficiaries”); and

     

    WHEREAS,
      pursuant to the Underwriting Agreement, dated as of
      [         ], 2008, between the
      Company and the Representative, a portion of the Property equal to $640,000
      ($736,000 if the underwriters’ over-allotment option is exercised in full) is
      attributable to deferred underwriting compensation that will become payable
      by
      the Company to the Representative upon the consummation of a Business
      Combination (as defined in the Registration Statement) (the “Deferred
      Discount”); and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    IT
      IS
      AGREED:

     

    1. Agreements
      and Covenants of Trustee. The Trustee hereby agrees and covenants
      to:

     

    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute
      in a segregated trust account (“Trust Account”) established by the Trustee at a
      branch of [__________________] selected by the Trustee;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    (c) In
      a
      timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security.” As used herein, Government
      Security means any Treasury Bill issued by the United States, having a maturity
      of one hundred and eighty days or less;

     

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e) Notify
      the Company and the Representative of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account or the Company;

     

    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Representative to do so;

     

    (h) Render
      to
      the Company and to the Representative, and to such other person as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust
      Account;

     

    (i) If
      there
      is any income or other tax obligation relating to the income from the Property
      in the Trust Account, then, from time to time, at the written instruction of
      the
      Company, the Trustee shall promptly, to the extent there is not sufficient
      cash
      in the Trust Account to pay such tax obligation, liquidate such assets held
      in
      the Trust Account as shall be designated by the Company in writing;

     

    (j) As
      of the
      date of the consummation of a business combination (“Business Combination”) or
      the vote of the Company’s Board of Directors to liquidate and dissolve the
      Company, commence liquidation of the Trust Account upon receipt of the Officers’
Certificate in accordance with the terms of a letter (“Termination Letter”), in
      a form substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B,
      signed
      on behalf of the Company by its Chairman or Chief Executive Officer and Chief
      Financial Officer, and complete the liquidation of the Trust Account and
      distribute the Property in the Trust Account only as directed in the Termination
      Letter and the other documents referred to therein. The Trustee understands
      and
      agrees that disbursements from the Trust Account shall be made only pursuant
      to
      a duly executed Termination Letter, together with the other documents referenced
      herein. In all cases, the Trustee shall provide the Representative with a copy
      of any Termination Letter and/or any other correspondence it delivers or
      receives with respect to any proposed withdrawal from the tTrust Account
      promptly after it has delivered or received same. The provisions of this Section
      1(j) may not be modified, amended or deleted under any
      circumstances;

     

    
      
        
        

      

      
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    (k) In
      accordance with the instructions contained in the Termination Letter, as of
      the
      date 18 months from the date of this Agreement (the “LOI Termination Date”), or
      24 months from the date hereof in the event the Company has executed the Letter
      of Intent (defined below) prior to the LOI Termination Date but failed to
      consummate a Business Combination (“Second Termination Date”), or 36 months from
      the date hereof in the event the Company’s shareholders have voted to increase
      the amount of time available to the Company to consummate a Business Combination
      (“Third Termination Date”), commence liquidation of the Trust Account. The
      Trustee, upon consultation with the Company and the Representative, shall
      deliver a notice to Public Stockholders of record as of the LOI Termination
      Date, Second Termination Date or Third Termination Date, whichever the case
      may
      be, by U.S. mail or via the Depository Trust Company (“DTC”), within five days
      of the LOI Termination Date, Second Termination Date or Third Termination Date,
      as applicable, to notify the Public Stockholders of such event and take such
      other actions as it may deem necessary to inform the Beneficiaries. The Trustee
      shall deliver to each Public Stockholder its ratable share of the Property
      against satisfactory evidence of delivery of the stock certificates by the
      Public Stockholders to the Company through DTC, its Deposit Withdraw Agent
      Commission (DWAC) system or as otherwise presented to the Trustee; provided,
      however,
      that
      in the
      event that a Termination Letter has not been received by the LOI Termination
      Date,
      the
      Second Termination Date or the Third Termination Date, whichever the case may
      be,
      the
      Trust Account shall be liquidated as part of the Company’s plan of dissolution
      and distribution approved by the Company’s Public Stockholders in accordance
      with the procedures set forth in the Termination Letter to the stockholders
      of
      record on the record date; provided,
      further,
      that
      the record date shall be within ten (10) days of the LOI Termination
      Date,
      the
      Second Termination Date or Third Termination Date, whichever the case may
      be,
      or as
      soon thereafter as is practicable. Notwithstanding
      the foregoing, (i) if the Trustee receives a bona fide, executed letter of
      intent or engagement letter (the “Letter of Intent”) for a Business Combination
      prior to the LOI Termination Date, accompanied by an Officers’ Certificate as
      described in paragraph 3(e) hereof, then the Trustee shall forego or suspend
      any
      liquidation of the Trust Account until the earlier of a Business Combination
      or
      the Second Termination Date, and (ii) if, prior to the Second Termination Date,
      the Trustee receives a certified copy of the results of a meeting of the
      Company’s stockholders pursuant to which the Company’s stockholders extended the
      time available to the Company to consummate a Business Combination to the Third
      Termination Date, accompanied by an Officers’ Certificate as described in
      paragraph 3(e) hereof, then the Trustee shall forego or suspend any liquidation
      of the Trust Account until the earlier of a Business Combination or the Third
      Termination Date; and

     

    (l) The
      distribution, if any, of the Deferred Discount to the underwriters upon the
      liquidation of the Trust Account as provided herein shall be made from the
      Trust
      Account through the Trustee (and not through the Company) in accordance with
      a
      written instruction of the Company and the Representative.

     

    2. Limited
      Distributions of Income on Property.

     

    (a) If
      there
      is any income, franchise or other tax obligation owed by the Company, as
      determined by the Company, then, from time to time, at the written instruction
      of the Company, the Trustee shall promptly to the extent there is not sufficient
      cash in the Trust Account to pay such tax obligation, liquidate such assets
      held
      in the Trust Account as shall be designated by the Company in writing,
      and
      disburse
      to the Company by wire transfer, out of the Property in the Trust Account,
      the
      amount indicated
      by the Company as owing in
      respect of such income tax obligation.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Upon
      receipt by the Trustee from time to time of an executed Officer’s Certificate
      containing certification that such distribution pursuant to this Section 2(b)
      shall only be used to fund the working capital requirements of the Company
      and
      the costs related to identifying, researching and acquiring a prospective target
      business, distribute one-half of the interest earned on the Trust Account (as
      calculated by the Company), net of taxes payable, up to a maximum of $1,350,000,
      the Trustee shall make a distribution of the amount specified in such
      Certificate to the Company to fund working capital and general corporate
      requirements as promptly as practicable after receipt of such Officer’s
      Certificate .

     

    (c) Except
      as
      provided in this Section 2, no other distributions from the Trust Account shall
      be permitted except in accordance with Sections 1(i) and (j)
      hereof.

     

    3. Agreements
      and Covenants of the Company. The Company hereby agrees and
      covenants:

     

    (a) To
      give
      all instructions to the Trustee hereunder in writing, signed by the Company’s
      Chief Executive Officer or Chairman of the Board. In addition, except with
      respect to its duties under paragraph 1(i) and (j) above, the Trustee shall
      be
      entitled to rely on, and shall be protected in relying on, any verbal or
      telephonic advice or instruction which it in good faith believes to be given
      by
      any one of the persons authorized above to give written instructions; provided,
      however, that the Company shall promptly confirm such instructions in
      writing;

     

    (b) Subject
      to the provisions of Section 5 hereof, to hold the Trustee harmless and
      indemnify the Trustee from and against, any and all expenses, including
      reasonable counsels’ fees and disbursements, or loss suffered by the Trustee in
      connection with any action, suit or other proceeding brought against the Trustee
      involving any claim, or in connection with any claim or demand which in any
      way
      arises out of or relates to this Agreement, the services of the Trustee
      hereunder, or the Property or any income earned from investment of the Property,
      except for expenses and losses resulting from the Trustee’s gross negligence or
      willful misconduct. Promptly after the receipt by the Trustee of notice of
      demand or claim or the commencement of any action, suit or proceeding, pursuant
      to which the Trustee intends to seek indemnification under this paragraph,
      it
      shall notify the Company in writing of such claim (hereinafter referred to
      as
      the “Indemnified Claim”). The Company shall have the right to conduct and manage
      the defense against such Indemnified Claim, provided, that the Company shall
      obtain the consent of the Trustee with respect to the selection of counsel,
      which consent shall not be unreasonably withheld. The Trustee may participate
      in
      such action with its own counsel; 

     

    (c) To
      pay
      the Trustee an initial acceptance fee, an annual fee and
      a
      transaction processing fee for each disbursement made pursuant to Sections
      2(a)
      and 2(b) as set forth on Schedule A hereto, which fees shall be subject to
      modification by the parties from time to time.
      It is
      expressly understood that the Property shall not be used to pay such fee. The
      Company shall pay the Trustee the initial acceptance fee and first year’s fee at
      the consummation of the IPO and thereafter on the anniversary of the Effective
      Date. The Trustee shall refund to the Company the fee (on a pro rata basis)
      with
      respect to any period after the liquidation of the Trust Fund. The Company
      shall
      not be responsible for any other fees or charges of the Trustee except as may
      be
      provided in Section 2(b) hereof (it being expressly understood that the
      Property shall not be used to make any payments to the Trustee under such
      section);

     

    
      
        
        

      

      
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    (d) That,
      in
      the event that the Company consummates a Business Combination and the Trust
      Account is liquidated in accordance with Section 1(i) or (j) hereof, the Trustee
      or another independent party designated by the Representative shall act as
      the
      inspector of election to certify the results of the shareholder vote and the
      Public Stockholder vote;

     

    (e) That
      the
      Company’s Chairman or Chief Executive Officer and Chief Financial Officer shall
      certify (i) prior to the LOI Termination Date that (A) the Company has entered
      into a Business Combination; (B) the Company has entered into a Letter of Intent
      or definitive agreement relating to a Business Combination; or (C) that the
      Company’s Board of Directors has determined to liquidate the Company; (ii) prior
      to the Second Termination Date that (A) the Company has entered into a Business
      Combination; (B) the Company’s stockholders voted to extend the time period
      available to the Company to consummate a Business Combination to the Third
      Termination Date; or (C) that the Company’s Board of Directors has determined to
      liquidate the Company; and (iii) prior to the Third Termination Date that (A)
      the Company has entered into a Business Combination; or (B) that the Company’s
      Board of Directors has determined to liquidate the Company. A copy of any
      applicable consents, actions of stockholders, Letter of Intent or definitive
      agreement shall be attached as an exhibit to the Officer’s
      Certificate;

     

    (f) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, to provide to the Trustee an affidavit or certificate (the
“Report”) of a firm regularly engaged in the business of soliciting proxies and
      tabulating stockholder votes (which firm may be the Trustee) verifying the
      vote
      of the Company’s shareholders and Public Stockholders regarding such Business
      Combination. Such Report shall be attached as an exhibit to the Termination
      Letter, as applicable; 

     

    (g) Within
      five (5) business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or its exercise in full, to provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Deferred Discount, which shall in no event be less than $640,000;
      and

     

    (h) As
      soon
      as practicable after the LOI Termination Date, Second Termination Date or Third
      Termination Date, as applicable, to instruct the Trustee to commence liquidation
      of the Trust Account as part of the Company’s plan of dissolution and
      liquidation. 

     

    4. Limitations
      of Liability. The Trustee shall have no responsibility or liability
      to:

     

    (a) Take
      any
      action with respect to the Property, other than as directed in Section 1 and
      2
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

     

    
      
        
        

      

      
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    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c) Change
      the investment of any Property, other than in compliance with Section
      1(c);

     

    (d) Refund
      any depreciation in principal of any Property;

     

    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

     

    (f) The
      Company or to anyone else for any action taken or omitted by it, or any action
      suffered by it to be taken or omitted, in good faith and in the exercise of
      its
      own best judgment, except for its gross negligence or willful misconduct. The
      Trustee 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 Trustee), 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 Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    (g) Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 2(a), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and the
      Company shall forward such payment to the taxing authority; and

     

    (h) Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 2(b).

     

    
      
        
        

      

      
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    5. No
      Right
      of Set-Off. The Trustee waives any right of set-off or any right, title,
      interest or claim of any kind that the Trustee may have against the Property
      held in the Trust Account. In the event the Trustee has a claim against the
      Company under this Agreement, including, without limitation, under Section
      3(b),
      the Trustee will pursue such claim solely against the Company and not against
      the Property held in the Trust Account.

     

    6. Termination.
      This Agreement shall terminate as follows:

     

    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee during which time the Trustee shall continue to act in accordance with
      the terms of this Agreement. At such time that the Company notifies the Trustee
      that a successor trustee has been appointed by the Company and has agreed to
      become subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including but not
      limited to the transfer of copies of the reports and statements relating to
      the
      Trust Account, whereupon this Agreement shall terminate; provided, however,
      that, in the event that the Company does not locate a successor trustee within
      ninety days of receipt of the resignation notice from the Trustee, the Trustee
      may submit an application to have the Property deposited with the United States
      District Court for the Southern District of New York and upon such deposit,
      the
      Trustee shall be immune from any liability whatsoever that arises due to any
      actions or omissions to act by any party after such deposit; or

     

    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i) or 1(j) hereof, and distributed
      the Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate.

     

    7. Miscellaneous.

     

    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual listed on the attached
Exhibit
      C
      (as such
      list may be updated from time to time by pursuant to an Officer’s Certificate
      signed by the Chairman or Chief Executive Officer and Chief Financial Officer).
      The Company and the Trustee will each restrict access to confidential
      information relating to such security procedures to authorized persons. Each
      party must notify the other party immediately if it has reason to believe
      unauthorized persons may have obtained access to such information, or of any
      change in its authorized personnel. In executing funds transfers, the Trustee
      will rely upon account numbers or other identifying numbers of a beneficiary,
      beneficiary’s bank or intermediary bank, rather than names. The Trustee shall
      not be liable for any loss, liability or expense resulting from any error in
      an
      account number or other identifying number, provided it has accurately
      transmitted the numbers provided.

     

    (b) 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 conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument.

     

    
      
        
        

      

      
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    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of the Representative
      who, along with each other Underwriter, the parties specifically
      agree, is and shall be a third party beneficiary for purposes of this
      Agreement; and provided further, any amendment to Section 1(j) shall require
      the
      vote or consent of holders of 95% of the Public Stockholders, it being the
      specific intention of the parties hereto that each Public Stockholder is and
      shall be a third-party beneficiary of this Section 6(c) with the same right
      and
      power to enforce this Section 6(c) as either of the parties hereto. For purposes
      of this Section 6(c), the “consent of 95% of the Public Stockholders” shall mean
      receipt by the Trustee of a certificate from an entity certifying that (i)
      such
      entity regularly engages in the business of serving as inspector of elections
      for companies whose securities are publicly traded, and (ii) either (a) 95%
      of
      the Public Stockholders of record as of the record date, have voted in favor
      of
      such amendment or modification or (b) 95% of the Public Stockholders of record
      as of the record date has delivered to such entity a signed writing approving
      such amendment or modification.. As to any claim, cross-claim or counterclaim
      in
      any way relating to this Agreement, each party waives the right to trial by
      jury.

     

    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York for purposes of resolving any disputes
      hereunder. The parties hereto irrevocably submit to such jurisdiction, which
      jurisdiction shall be exclusive, and hereby waive any objection to such
      exclusive jurisdiction and accept such venue, and waive any objection that
      such
      courts represent an inconvenient forum.

     

    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Park

    New
      York,
      New York 10004

    Attn:
      [
      ]

    Fax
      No.:
      [             ]

     

    if
      to the
      Company, to:

     

    Hambrecht
      Asia Acquisition Corp.

    13/F
      Tower 2

    New
      World
      Tower

    18
      Queens
      Road Central

    Hong
      Kong

    Attn:
      John Wang

    Fax
      No.:
      [                      ]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    in
      either
      case with a copy to:

     

    Broadband
      Capital Management LLC

    712
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      T.
      Corby Hocker

    Fax
      No.:
      (212) 702-9830

     

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue, 19th
      Floor

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff

    Fax
      No:
      (212) 370-7889

     

    and

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn:
      Mitchell S. Nussbaum

    Fax
      No:
      (212) 407-4990

     

    (f) This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and the Representative.

     

    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance. The Trustee hereby consents to the
      inclusion of Continental Stock Transfer & Trust Company in the Registration
      Statement and other materials relating to the IPO.

     

    [Signature
      page to follow]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY,
                as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:  
	 	Title:


    

     

    
      	 	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION
                CORPORATION

            
	 
 	 
 	 
 
	
            	
            	
            
	 	
              

              Name:
                 John
                Wang

            
	 	
              Title:
                Chief Executive Officer, President and
                Director

            

 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [LETTERHEAD
      OF COMPANY]

     

    [INSERT
      DATE]

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place     

    New
      York,
      New York 10004     

    Attn:[
      ]

     

    Re: Trust
      Account No. [____________]
      Termination Letter

     

    Gentlemen:

     

    Pursuant
      to the Investment Management Trust Agreement between Hambrecht Asia Acquisition
      Corp. (“Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”), dated as of _____________, 2008 (“Trust Agreement”), this is to
      advise you that the Company has entered into an agreement (“Business Agreement”)
      with _____________ (“Target Business”) to consummate a business combination with
      Target Business (“Business Combination”) on or about [INSERT DATE]. The Company
      shall notify you at least 24 hours in advance of the actual date of the
      consummation of the Business Combination (“Consummation Date”).

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of the funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
      have
      been met and (ii) the Company shall deliver to you written instructions with
      respect to the transfer of the funds held in the Trust Account (“Instruction
      Letter”). You are hereby directed and authorized to transfer the funds held in
      the Trust Account, including, pursuant to the terms of the Underwriting
      Agreement, dated as of [__], 2008, between the Company and the Representative,
      the portion of the Property attributable to the Deferred Discount (as defined
      in
      the Trust Agreement), immediately upon your receipt of the counsel’s letter and
      the Instruction Letter, in accordance with the terms of the Instruction Letter.
      In the event that certain deposits held in the Trust Account may not be
      liquidated by the Consummation Date without penalty, you will notify the Company
      of the same and the Company shall direct you as to whether such funds should
      remain in the Trust Account and be distributed after the Consummation Date
      to
      the Company or be distributed immediately and the penalty incurred. Upon the
      distribution of all the funds in the Trust Account pursuant to the terms hereof,
      the Trust Agreement shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [LETTERHEAD
      OF COMPANY]

     

    [INSERT
      DATE]

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place     

    New
      York,
      New York 10004     

    Attn:[
      ]

     

    Re: Trust
      Account No. [____________] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Hambrecht
      Asia Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of _______________, 2008 (“Trust Agreement”), this
      is to advise you that the Board of Directors of the Company has voted to
      dissolve and liquidate the Company. Attached hereto is a copy of the minutes
      of
      the meeting of the Board of Directors of the Company relating thereto, certified
      by the Secretary of the Company as true and correct and in full force and
      effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you, to commence liquidation of the
      Trust Account. You will notify the Company and [ ] (“Designated Paying Agent”)
      in writing as to when all of the funds in the Trust Account will be available
      for immediate transfer (“Transfer Date”). The Designated Paying Agent shall
      thereafter notify you as to the account or accounts of the Designated Paying
      Agent that the funds in the Trust Account should be transferred to on the
      Transfer Date so that the Designated Paying Agent may commence distribution
      of
      such funds in accordance with the Company’s instructions. You shall have no
      obligation to oversee the Designated Paying Agent’s distribution of the funds.
      Upon the payment to the Designated Paying Agent of all the funds in the Trust
      Account, the Trust Agreement shall be terminated.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.7

    

     

    EXHIBIT
      C

     

    AUTHORIZED
      INDIVIDUAL(S)

     

    AUTHORIZED
      FOR TELEPHONE CALL BACK

    
      	 	 
	
              COMPANY:

            	
              Hambrecht
                Asia Acquisition Corp.

            
	 	 
	 	
              John
                Wang

            
	 	
              Telephone:
                [                        ]

            
	 	 
	 	
              Robert
                Eu

            
	 	
              Telephone:
                [                        ]

            
	 	 
	 	
              Stephen
                Cannon

            
	 	
              Telephone:
                [                        ]

            
	 	 
	
              TRUSTEE:

            	
              Continental
                Stock Transfer & Trust Company

            
	 	 
	 	
              Attn:
                [                        ]

            
	 	
              Telephone:
                [                        ]

            
	 	 
	
              REPRESENTATIVE:

            	
              Broadband
                Capital Management LLC

            
	 	 
	 	
              T.
                Corby Hocker

            
	 	
              Telephone:
                (212) 277-5309