Unassociated Document


    Exhibit
      10.3

     

     

    
       

      _________,
        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 shareholder, officer and director 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)       
        In
        the
        event that the Company fails to consummate a Business Combination within
        18, 24
        or 36 months, as the case may be, from the effective date (the “Effective Date”)
        of the registration statement relating to the IPO, the undersigned shall,
        in
        accordance with all applicable requirements of the Cayman Islands laws, take
        all
        action reasonably within his power to dissolve the Company and distribute
        all
        funds held in the Trust Account to holders of the IPO Shares as soon as
        reasonably practicable including, without limitation, (i) causing the Company’s
        board of directors to convene and adopt a plan of dissolution and liquidation
        and (ii) voting, as a director (if applicable), in favor of adopting such
        plan
        of dissolution and liquidation.

       

      (2)  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.

       

      (3)  The
        undersigned agrees to indemnify and hold harmless the Company against any
        and
        all loss, liability, claims, damage and expense whatsoever (including, but
        not
        limited to, any and all legal or other expenses reasonably incurred in
        investigating, preparing or defending against any litigation, whether pending
        or
        threatened, or any claim whatsoever) to which the Company may become subject
        as
        a result of any claim by any vendor, prospective or actual target business,
        creditor or other entity that is owed money by the Company for services rendered
        or products sold to the Company or the claims of any prospective or actual
        target businesses, subject to the following limitations: (i) such
        indemnification will only be made insofar as the Company did not obtain a
        validly enforceable waiver from such party of such party’s rights or claims to
        the Trust Account, (ii) such indemnification will be made only to the extent
        necessary to ensure that such loss, liability, claim, damage or expense does
        not
        reduce the amount in the Trust Account below the amount necessary in order
        for
        each holder of IPO Shares to receive a liquidation amount of at least $7.60
        per
        IPO Share owned by such holder, and (iii) such indemnity shall be limited
        to the
        extent of the undersigned’s pro rata beneficial ownership of the Company
        immediately prior to the IPO.

       

      II.  In
        order
        to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees: (A) not to become an officer or director
        of any blank check company which may acquire a business in the People’s Republic of China until the earlier of the announcement of a Business
        Combination or the Company’s dissolution and liquidation and (B) to present to
        the Company for its consideration, prior to presentation to any other person
        or
        entity, any suitable opportunity to acquire an operating business until the
        earlier of: (i) the consummation by the Company of a Business Combination,
        (ii)
        the dissolution of the Company or (iii) such time as the undersigned ceases
        to
        be a director of the Company, subject to any pre-existing fiduciary and
        contractual obligations the undersigned might have. Such pre-existing fiduciary
        or contractual obligations are described more fully in Exhibit A
        hereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      III.  The
        undersigned acknowledges and agrees that the Company will not consummate
        any
        Business Combination with a company affiliated with any of the Insiders or
        their
        respective affiliates or a company that is either a portfolio company of,
        or has
        otherwise received a financial investment from, our founders or their
        affiliates. In addition, the undersigned acknowledges and agrees that the
        Company will not enter into a Business Combination with any underwriters
        or
        selling group members or any of their affiliates, unless the Company obtains
        an
        opinion from an unaffiliated, independent investment banking firm which is
        a
        member of the National Association of Securities Dealers, Inc. that a Business
        Combination with such target business is fair to the Company’s shareholders from
        a financial point of view. 

       

      IV.  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.

       

      V.  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.

       

      VI.  (1)          
        The
        undersigned agrees to be the Chief Financial Officer of the Company and a
        director of the Company until the earlier of the consummation of a Business
        Combination or the dissolution and liquidation of the Company. The undersigned
        agrees to not to resign (or advise the board of directors that the undersigned
        declines to seek re-election to the board of directors) from his position
        as
        officer and director of the Company as set forth in the Registration Statement
        without the prior consent of Broadband until the earlier of the consummation
        by
        the Company of a Business Combination or dissolution of the Company and
        liquidation of the Trust Account. The undersigned acknowledges that the
        foregoing does not interfere with or limit in any way the right of the Company
        to terminate the undersigned’s positions at any time (subject to other
        contractual rights the undersigned may have) nor confer upon the undersigned
        any
        right to continue in his positions with the Company.

       

      (2)  The
        undersigned’s biographical information furnished to the Company and Broadband
        and attached hereto as Exhibit B is true and accurate in all respects, does
        not
        omit any material information with respect to the undersigned’s background and
        contains all of the information required to be disclosed pursuant to Item
        401 of
        Regulation S-K, promulgated under the Securities Act of 1933, as amended.
        The
        undersigned’s Questionnaire previously furnished to the Company and Broadband is
        true and accurate in all respects as of the date first written
        above.

       

      (3)  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;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (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;

       

      VII.  The
        undersigned has full right and power, without violating any agreement by
        which
        he is bound, to enter into this letter agreement and to serve as Chief Financial
        Officer and a director of the board of directors of the Company.

       

      VIII.     
        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.

       

      IX.  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.

       

      X.        
        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.

       

      XI.       
        The
        undersigned will escrow his Insider Shares for the period commencing on the
        Effective Date and ending one year after the consummation of a Business
        Combination, subject to the terms of a Share Escrow Agreement which the Company
        will enter into with the undersigned and an escrow agent acceptable to the
        Company.

       

      XII.  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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      XIII.    
        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.

       

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

      


      


      
        	 	 	 	 
	
              	 	 	
              
	
              	 	 	
                
Stephen
                N. Cannon
	 	 	 	 


      

       

       

      
 

      
        
          
          

        

        
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        Exhibit
          10.3

         

      

       

       

      EXHIBIT
        A

       

      [PROVIDE
        LIST OF PRIOR FIDUCIARY/CONTRACTUAL OBLIGATIONS]

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        B