Unassociated Document


    

       

      EXHIBIT
10.4

       
____________ ___, 2008

    


    Asia
Select Acquisition I Corp.

    20/F.,
China Merchants Limited

    No.
303-307 Des Voeux Road Central

    Hong
Kong

    


    EarlyBirdCapital,
Inc.

    275
Madison Avenue, Suite 1203

    New York,
New York 10016

    


    Re:           Initial Public
Offering

    


    Gentlemen:

    


    The undersigned shareholder, officer
and/or director of Asia Select Acquisition I Corp. (“Company”), in consideration
of EarlyBirdCapital, Inc. (“EBC”) entering into a letter of intent (“Letter of
Intent”) to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process, hereby agrees as follows
(certain capitalized terms used herein are defined in paragraph 15
hereof):

    


    1.           If
the Company solicits approval of its shareholders of a Business Combination, the
undersigned will vote all Insider Shares beneficially owned by him in accordance
with the majority of the ordinary shares voted by the holders of the IPO
Shares.

    


    2.           In
the event that the Company fails to consummate a Business Combination within 24
months from the consummation of the IPO, the undersigned will (i) cause the
Trust Fund (as defined in the Letter of Intent) to be liquidated and distributed
to the holders of the IPO Shares and (ii) take all reasonable actions within his
power to cause the Company to liquidate as soon as reasonably
practicable.  The undersigned hereby waives any and all right, title,
interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with
respect to his Insider Shares (“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 Fund for any reason whatsoever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           In
the event of the liquidation of the Trust Account, 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 or other person who is owed money by the Company for services
rendered or products sold or contracted for, or by any target business, but only
to the extent necessary to ensure that such loss, liability, claim, damage or
expense does not reduce the amount in the Trust Account.

    


    4.           In
order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees 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 the
consummation by the Company of its initial Business Combination, the liquidation
of the Company and such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.

    


    5.           The
undersigned acknowledges and agrees that the Company will not: (i) acquire an
entity with which the Company’s officers or directors, through their other
business activities, had acquisition or investment discussions in the past; (ii)
consummate a Business Combination with an entity which is, or has been within
the past five years, affiliated with any of the Insiders or their affiliates,
including an entity that is either a portfolio company of, or has otherwise
received a material financial investment from, any private equity fund or
investment company (or an affiliate thereof) that is affiliated with such
individuals; or (iii) enter into a Business Combination where the Company
acquires less than 100% of a target business and any of the Insiders or their
affiliates acquire the remaining portion of such target business, unless, in any
of such cases, the Company obtains an opinion from an independent investment
banking firm reasonably acceptable to EBC that the Business Combination is fair
to the Company’s unaffiliated shareholders from a financial point of
view.

    


    6.           Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company prior to or in connection
with the consummation of the Business Combination.  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.

    


    7.           Neither
the undersigned, any member of the 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 family of the
undersigned or any Affiliate of the undersigned originates a Business
Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           The
undersigned will escrow all of the Insider Shares, subject to the terms of a
Securities Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the Company.

    


    9.           The
undersigned agrees to be a Director of the Company until the earlier of the
consummation by the Company of a Business Combination and the liquidation of the
Company.  The undersigned’s biographical information furnished to the
Company and EBC and attached hereto as Exhibit A 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
furnished to the Company and EBC and annexed as Exhibit B hereto is true and
accurate in all respects.  The undersigned represents and warrants
that:

    


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

    


    (b)           he
has never been convicted of or pleaded 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 is
not currently a defendant in any such criminal proceeding; and

    


    (c)           he
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.

    


    10.           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 Director of the
Company.

    


    11.           The
undersigned hereby waives his right to exercise conversion rights or appraisal
rights with respect to any shares of common stock of the Company owned or to be
owned by the undersigned, directly or indirectly, and agrees that he will not
seek conversion or appraisal with respect to such shares in connection with any
vote to approve a Business Combination.

    


    12.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to
the Company’s Memorandum and Articles of Association to extend the period of
time in which the Company must consummate a Business Combination prior to its
liquidation. Should such a proposal be put before shareholders other than
through actions by the undersigned, the undersigned hereby agrees to vote
against such proposal.  This paragraph may not be modified or amended
under any circumstances.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.           In
the event that the Company does not consummate a Business Combination and must
liquidate and its remaining net assets are insufficient to complete such
liquidation, the undersigned agrees to advance such funds necessary to complete
such liquidation and agrees not to seek repayment for such amount.

    


    14.           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 his arising out of or relating in any way to
this letter agreement (a “Proceeding”) shall be brought and enforced in the
courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum and (iii)
irrevocably agrees to appoint Graubard Miller 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 EBC and appoint a substitute agent acceptable to each of the Company and EBC
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.

    


    15.           As
used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or otherwise,
of an operating business; (ii) “Insiders” shall mean all officers, directors and
shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the ordinary shares of the Company acquired by the Insiders
prior to the IPO; and (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO.

     

    
      
        	
                Qing Wu

              
	
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