October 20, 2005
Asia Automotive Acquisition Corporation 401 South Old Woodward, Suite 450 Birmingham, Michigan 48009
Rodman & Renshaw, LLC 1270 Avenue of the Americas, 16th Floor New York, NY 10020
Re: Initial Public Offering
Gentlemen:
Asia Development Capital LLC ("ADC"), a stockholder of Asia Automotive Acquisition Corporation("Company"), in consideration of Rodman & Renshaw, LLC ("Rodman & Renshaw") 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 10 hereof):
1. If the Company solicits approval of its stockholders of a Business Combination, ADC will vote all Insider Shares owned by it and all shares of Common Stock of the Company acquired by it in the IPO or aftermarket in accordance with the majority of the votes cast by the holders of the IPO Shares.
2. In the event that the Company fails to consummate a Business Combination within 18 months from the effective date ("Effective Date") of the registration statement relating to the IPO (or 24 months under the circumstances described in the prospectus relating to the IPO), ADC will vote all Insider Shares owned by it in favor of the Company's decision to liquidate. Each of ADC and each member or controlling person of ADC (each a "Control Person") hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund (as defined in the Letter of Intent) and any remaining net assets of the Company as a result of such liquidation with respect to its Insider Shares ("Claim") and hereby waives any Claim either 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. ADC acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Rodman & Renshaw that the business combination is fair to the Company's stockholders from a financial perspective.
4. Neither ADC, any Control Person, nor any ...
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