Unassociated Document


    EXHIBIT
      10.17

     

    AMEMDMENT
      NO 1 

     

    TO

     

    REVOLVING
      LINE OF CREDIT AGREEMENT

     

    This
      Amendment No. 1 to Revolving Line of Credit Agreement (this “Amendment”)
      is
      made as of December 6, 2007 and among Hambrecht Asia Acquisition Corp., a Cayman
      Islands company (“Borrower”),
      and
      each other signatory hereto (each a “Lender”
and
      collectively, the “Lenders”),
      with
      reference to the following facts.

     

    (a)  Borrower
      and Lenders are parties to a Revolving Line of Credit Agreement, dated as of
      August 14, 2007 (the “Credit
      Agreement”),
      pursuant to which Lenders made available to Borrower a revolving line of credit
      to pay certain costs and expenses that may arise prior to a Business
      Combination.

     

    (b)  Borrower
      has requested that Lenders increase the Commitment Amount from $210,000 to
      $290,000.

     

    (c)  On
      the
      terms and subject to the conditions set forth in this Amendment, Lenders are
      willing to increase the Commitment Amount from $210,000 to
      $290,000.

     

    AGREEMENT

     

    1.  Definitions.
      All
      capitalized terms not otherwise defined herein shall have the meanings given
      to
      them in the Credit Agreement.

     

    2.  Amendment
      to Credit Agreement. The
      Credit Agreement is hereby amended to provide as follows: 

     

    2.1
      The
      Commitment amount set forth on the signature page opposite the name of Robert
      Eu, as a Lender, is hereby changed from $210,000 to $290,000.

     

    2.2
      Exhibit A to the Agreement shall be deleted in its entirety and replaced with
      Exhibit A hereto. 

     

    2.1.1  Effect
      on the Credit Agreement. Except
      as
      specifically amended herein, the Credit Agreement, and all other documents,
      instruments and agreements executed and/or delivered in connection therewith,
      shall remain in full force and effect, and are hereby ratified and
      confirmed. 

     

    3.  Miscellaneous
      Provisions

     

    3.1  Governing
      Law.
      This
      Agreement and the other Loan Documents shall be construed in accordance with
      the
      laws of the State of New York without giving effect to the principles of
      conflicts of law thereof. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    3.2  Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which shall
      be
      deemed an original and all of which shall constitute one and the same agreement
      with the same effect as if all parties had signed the same signature page.
      The
      parties shall accept facsimile signatures as the equivalent of original
      ones.

     

    3.3  Headings.
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purpose.

     

    



    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

     

    


    
      	 	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 	 	
               

              /s/Stephen
                N. Cannon     

            
	 	 	
              By:
                Stephen N. Cannon

              Its:
                Chief Financial Officer

            
	 	 	 
	 	 	 
	 	 	
              Robert
                Eu, as a Lender:

            
	
              Notice
                Address:

            	 	
               

              /s/
                Robert Eu     

            
	 	 	 
	 
	 	 


    

     

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


     

    EXHIBIT
      A

    AMENDED
      AND RESTATED REVOLVING LINE OF CREDIT NOTE

    August
      14, 2007

     

    Not
      to Exceed $290,000 in Principal 

     

    For
      value
      received, the undersigned HAMBRECHT ASIA ACQUISITION CORP., a Delaware
      corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of Robert
      Eu, together with his successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of Two Hundred Ninety
      Thousand Dollars ($290,000) (the “Commitment
      Amount”),
      or so
      much thereof as shall have been advanced and shall remain unpaid hereunder,
      together with interest from date of disbursement at the rate of 4% per annum
      (the “Interest
      Rate”).
      Interest shall be computed at the Interest Rate on the basis of the actual
      number of days during which the principal balance is outstanding, divided by
      365, which shall, for interest computation purposes, be considered one year.
      Notwithstanding anything to the contrary expressed or implied herein, all
      payments made by Borrower hereunder (including, without limitation, any
      prepayments) shall be applied first to pay any fees or expense reimbursement
      then due Holder, second to accrued and unpaid interest due under this Note
      and
      third to the reduction of principal due hereunder.

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Revolving Line of Credit Agreement dated August 14, 2007, as
      amended by Amendment No. 1 dated as of December 19, 2007 (as from time to time
      amended, modified, supplemented and restated, the “Loan
      Agreement”)
      among
      Borrower and Holder. Unless otherwise defined in this Note, capitalized terms
      used in this Note shall have the meanings ascribed to them in the Loan
      Agreement, and in the event of any conflict between the terms of this Note
      and
      the terms of the Loan Agreement, the terms of the Loan Agreement shall
      govern.

     

    Maturity.
      This
      Note shall mature and become due and payable on the Termination
      Date.

     

    Prepayment. Borrower
      may prepay Loans at any time, and reborrow subject to the terms of the Loan
      Agreement.

     

    Event
      of Default.
      Should
      an Event of Default (as defined in the Loan Agreement) occur, Lender shall
      have
      the rights set forth in Section 7 of the Loan Agreement.

     

    Borrower’s
      Acknowledgement.
      Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement.

     

    Holder’s
      Acknowledgement.
      The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note.

     

    Miscellaneous.
      If this
      Note (or any payment due hereunder) is not paid when due, Borrower promises
      to
      pay all costs and expenses of collection and reasonable attorneys’ fees incurred
      by the Holder hereof on account of such collection, plus interest at the rate
      applicable to principal, whether or not suit is filed hereon. Borrower consents
      to renewals, replacements and extensions of time for payment hereof, before,
      at,
      or after maturity, consents to the acceptance, release or substitution of
      security for this Note, and waives demand and protest. The indebtedness
      evidenced hereby shall be payable in lawful money of the United States of
      America. In any action brought under or arising out of this Note and the other
      Loan Documents, Borrower, including successor(s) or assign(s), hereby consents
      to the application of New York law. No single or partial exercise of any power
      hereunder, or under any other Loan Document in connection herewith, shall
      preclude other or further exercises thereof or the exercise of any other such
      power.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written.

     

    HAMBRECHT
      ASIA ACQUISITION CORP. 

     

    By:
      _____________________________________

     

    Its:
      _____________________________________