Unassociated Document


    Exhibit
      10.8


     

    _________,
      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 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 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
      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
      it 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 it will vote all Ordinary Shares owned by it 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 it 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 its
      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)
“Insiders” shall mean all officers, directors and shareholders of the Company
      immediately prior to the IPO; (iv) “Insider Shares” shall mean all of the
      Ordinary Shares owned by an Insider prior to the IPO; (v) “IPO Shares” shall
      mean the Ordinary Shares issued in the Company’s IPO; and (vi) “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.

     

    
      	 	 	 	Hambrecht
              1980
              Revocable Trust 
	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              
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