Unassociated Document


    Exhibit
      10.5

     

     

    
      _______,
        2008

      Hambrecht
        Asia Acquisition Corp.

      13/F
        Tower 2

      New
        World
        Tower

      18
        Queens
        Road Central

      Hong
        Kong

       

      Broadband
        Capital Management LLC

      712
        Fifth
        Avenue

      New
        York,
        New York 10019

       

      Re:
        Initial Public Offering

       

      Gentlemen:

       

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

       

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

       

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

       

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

       

      (1) The
        undersigned represents and warrants that:

       

      (a) He
        is not
        subject to or a respondent in any legal action for any injunction relating
        to,
        or any cease and desist order or order or stipulation to desist or refrain
        from
        any act or practice relating to the offering to the offering of securities
        in
        any jurisdiction;

       

      (b) No
        petition under the Federal bankruptcy laws or any state insolvency law has
        been
        filed by or against, or a receiver, fiscal agent or similar officer was
        appointed by a court for the business or property of the undersigned, or
        any
        partnership in which the undersigned was or is a general partner at or within
        two years prior to the date hereof, or any corporation or business association
        of which the undersigned was an executive officer at or within two years
        prior
        to the date hereof;

       

      (c) He
        has
        never been convicted of or plead guilty to any crime (i) involving any fraud
        or
        (ii) relating to any financial transaction or handling of funds of another
        person, or (iii) pertaining to any dealings in any securities, and he has
        not
        plead guilty to or been convicted in any criminal proceeding nor

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      is
        the
        undersigned currently a named subject of a pending criminal proceeding
        (excluding traffic violations and other minor offenses);

       

      (d) The
        undersigned has not been the subject of any order, judgment, or decree, not
        subsequently reversed, suspended or vacated, of any court of competent
        jurisdiction, permanently or temporarily enjoining the undersigned from,
        or
        otherwise limiting, the following activities:

       

      (e) Acting
        as
        a futures commission merchant, introducing broker, commodity trading advisor,
        commodity pool operator, floor broker, leverage transaction merchant, any
        other
        person regulated by the Commodity Futures Trading Commission, or an associated
        person of any of the foregoing, or as an investment adviser, underwriter,
        broker
        or dealer in securities, or as an affiliated person, director or employee
        of any
        investment company, bank, savings and loan association or insurance company,
        or
        engaging in or continuing any conduct or practice in connection with such
        activity; or

       

      (f) Engaging
        in any activity in connection with the purchase or sale of any security or
        commodity or in connection with any violation of Federal or State securities
        laws or Federal commodities laws;

       

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

       

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

       

      VI. The
        undersigned authorizes any employer, financial institution, or consumer credit
        reporting agency to release to Broadband and the Company and their respective
        legal representatives or agents (including any investigative search firm
        retained by Broadband or the Company) any information they may have about
        the
        undersigned’s background and finances (the “Information”). Neither Broadband nor
        the Company nor their respective agents shall be violating the undersigned’s
        right of privacy in any manner in requesting and obtaining the Information
        and
        the undersigned hereby releases them from liability for any damage whatsoever
        in
        that connection.

       

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

       

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

       

      IX. As
        used
        herein, (i) a “Business Combination” shall mean an acquisition by the Company,
        by merger, stock exchange, asset acquisition, reorganization or similar business
        combination, or control through contractual arrangements, of an operating
        business or businesses in the People’s Republic of China; (ii) “Ordinary Share”
shall mean the ordinary share, par value $0.001 per share, of the Company;
        (iii)
“Immediate Family” shall mean, with respect to any person, such person’s spouse,
        children, parents and siblings (including any such relative by
        adoption

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      or
        marriage); (iv) “Insiders” shall mean all officers, directors and shareholders
        of the Company immediately prior to the IPO; (v) “Insider Shares” shall mean all
        of the Ordinary Shares owned by an Insider prior to the IPO; (vi) “IPO Shares”
shall mean the Ordinary Shares issued in the Company’s IPO; and (vii) “Trust
        Account” shall mean the trust account in which most of the proceeds to the
        Company of the IPO will be deposited and held for the benefit of the holders
        of
        the IPO shares, as described in greater detail in the prospectus relating
        to the
        IPO.

       

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

       

      
        	 	 	 	AEX
                ENTERPRISES LIMITED 
	 	 	 	 
	
              	 	 	
              
	
              	 	 	
                
Name:
	 	 	 	
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