Unassociated Document


    
      FORM
        OF WARRANT AGREEMENT

       

      This
        Warrant Agreement (this “Agreement”) made as of _____, 2007, by and between Asia
        Special Situation Acquisition Corp., a Cayman Islands corporation, with offices
        at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand
        Cayman,
        Cayman Islands (“Company”), and Continental Stock Transfer & Trust Company,
        a New York corporation, with offices at 17 Battery Place, New York, New York
        10004 (“Warrant Agent”).

       

      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units
        (“Units”) and, in connection therewith, has determined to issue and deliver up
        to (i) 10,000,000 Warrants (the “Public Warrants”) to the public investors, each
        of such Public Warrants evidencing the right of the holder thereof to purchase
        one ordinary share, par value $.0001 per share, of the Company’s ordinary shares
        (the “ Ordinary Shares”) for $7.50, subject to adjustment as described herein,
        and (ii) 475,000 Warrants to Maxim Group LLC as representative of the
        underwriters (the “Underwriters”) or its designees (the “Underwriter’s
        Warrants”), with each of such Underwriter’s Warrants evidencing the right of the
        holder thereof to purchase one Ordinary Share for $7.50, subject to adjustment
        as described herein.

       

      WHEREAS,
        the Company has filed with the Securities and Exchange Commission (the “SEC”) a
        Registration Statement, No. 333-145163 on Form S-1 (the “Registration
        Statement”) for the registration under the Securities Act of 1933, as amended
        (the “Act”) of, among other securities, the Public Warrants, the Underwriter’s
        Warrants and the Ordinary Shares issuable upon exercise of each of the Public
        Warrants and the Underwriter’s Warrants; and

       

      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Public
        Warrants, the Underwriter’s Warrants and 5,725,000 warrants (the “Private
        Warrants,” together with the Public Warrants and the Underwriter’s Warrants
        shall be referred to collectively as the “Warrants”) issued in connection with a
        Regulation S private placement prior to the consummation of the Public Offering;
        and

       

      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

      


      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows: 

       

      1. Appointment
        of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
        agent
        for the Company Warrants, and the Warrant Agent hereby accepts such appointment
        and agrees to perform the same in accordance with the terms and conditions
        set
        forth in this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Warrants.

       

      2.1 Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only. The Public Warrants and
        the
        Underwriter’s Warrants shall be in substantially the form of Exhibit A hereto
        and the Private Warrants shall be in substantially the form of Exhibit B
        hereto,
        the provisions of each of which are incorporated herein, and shall be signed
        by,
        or bear the facsimile signature of, the Chief Executive Officer or President
        and
        Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the
        Company and shall bear a facsimile of the Company’s seal. If the person whose
        facsimile signature has been placed upon any Warrant shall have ceased to
        serve
        in the capacity in which such person signed the Warrant before such Warrant
        is
        issued, it may be issued with the same effect as if he or she had not ceased
        to
        be such at the date of issuance.

       

      2.2 Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

       

      2.3 Registration.

       

      2.3.1 Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”) for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denominations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

       

      2.3.2 Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (the “Registered Holder”), as the
        absolute owner of such Warrant and of each Warrant represented thereby
        (notwithstanding any notation of ownership or other writing on the Warrant
        Certificate made by anyone other than the Company or the Warrant Agent),
        for the
        purpose of any exercise thereof, and for all other purposes, and neither
        the
        Company nor the Warrant Agent shall be affected by any notice to the
        contrary.

       

      2.4 Detachability
        of Public Warrants.
The
        securities comprising the Units will begin to trade separately on the 10th
        business day following the earlier to occur of: (i) expiration of the
        Underwriters’ over-allotment option, or (ii) its exercise in full, provided that
        in no event may the separate trading of the securities comprising the Units
        occur until the Company files with the SEC a Current Report on Form 8-K,
        which
        includes an audited balance sheet reflecting the receipt by the Company of
        the
        gross proceeds of the sale of the Private Warrants and the Public Offering,
        including the proceeds received by the Company from the exercise of the
        Underwriter’s over-allotment option if the over-allotment option is exercised on
        the date of the effective date of the Registration Statement (the "Balance
        Sheet
        8-K").

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3. Terms
        and
        Exercise of Warrants.

       

      3.1 Warrant
        Price.
        Each
        Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
        Holder thereof, subject to the provisions of such Warrant and of this Agreement,
        to purchase from the Company the number of Ordinary Shares stated therein,
        at
        the price of $7.50 per whole share, subject to the adjustments provided in
        Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
        Price” as used in this Agreement refers to the price per share at which Ordinary
        Shares may be purchased at the time a Warrant is exercised. The Company,
        in its
        sole discretion, may lower the Warrant Price at any time prior to the Expiration
        Date (as defined within Section 3 of the Warrant Agreement) for a period
        of not
        less than ten business days; provided that any such reduction shall be identical
        among all of the Warrants. 

       

      3.2 Duration
        of Warrants.
        

      


      3.2.1
        Public
        Warrants and Underwriter’s Warrants.
        A
        Public Warrant or Underwriter’s Warrant may be exercised only during the period
        commencing on the later of: (i) the consummation by the Company of a merger,
        capital stock exchange, asset acquisition or other similar business combination
        (as described more fully in the Registration Statement, “Business Combination”),
        or (ii) [______], 2008 and terminating at 5:00 p.m., New York City time on
        the
        earlier to occur of (x) [______], 2011 or (y) the date fixed for redemption
        of
        the Warrants as provided in Section 6 of this Agreement. Notwithstanding
        the
        foregoing, no Public Warrant or Underwriter’s Warrant shall be exercisable
        unless, at the time of exercise, a registration statement relating to the
        Ordinary Shares issuable upon the exercise of such Public Warrant or
        Underwriter’s Warrant is effective and current and a prospectus is available for
        use by the holders thereof and the Ordinary Shares has been qualified or
        deemed
        to be exempt under the securities laws of the state of residence of the holder
        of such Public Warrants or Underwriter’s Warrants

       

      3.2.2
        Private
        Warrants.
        A
        Private Warrant may be exercised only during the period commencing on the
        later
        of: (i) the consummation by the Company of a Business Combination, or (ii)
        [______], 2008 and terminating at 5:00 p.m., New York City time on the earlier
        to occur of (x) [______], 2011 or (y) the date fixed for redemption of the
        Warrants as provided in Section 6 of this Agreement. So long as the Private
        Warrants are owned by Ho Capital Management LLC, Noble Investment Fund Ltd.
        or
        Angela Ho, the Private Warrants
        may be
        exercised on a cashless basis by such holder. The
        Private Warrants are not subject to redemption so long as they are held by
        their
        initial purchasers or their permitted designees.

       

      3.2.3 General.
        The
        period during which a Warrant may be exercised shall be deemed the “Exercise
        Period” and the termination of such Exercise Period shall be deemed the
“Expiration Date”. Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder and defined therein), each Warrant
        not exercised on or before the Expiration Date shall become void, and all
        rights
        thereunder and all rights in respect thereof under this Agreement shall cease
        at
        the close of business on the Expiration Date. The Company in its sole discretion
        may extend the duration of the Warrants by delaying the Expiration Date;
        provided, however, that the Company will provide notice to Registered Holders
        of
        such extension of not less than 20 days and, further provided that any such
        extension shall be identical in duration among all of the Warrants.


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      3.3 Exercise
        of Warrants.

       

      3.3.1 Payment.
        Subject
        to the provisions of the Warrants and this Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the Registered Holder
        thereof by surrendering it at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, by paying in full in lawful money of the United States, in cash,
        good
        certified check or good bank draft payable to the order of the Company, the
        Warrant Price for each full Ordinary Share as to which the Warrant is exercised
        and any and all applicable taxes due in connection with the exercise of the
        Warrant, the exchange of the Warrant for the Ordinary Shares, and the issuance
        of the Ordinary Shares . 

       

      3.3.2 Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the Registered
        Holder of such Warrant a certificate or certificates for the number of full
        Ordinary Shares to which he, she or it is entitled, registered in such name
        or
        names as may be directed by him, her or it, and if such Warrant shall not
        have
        been exercised in full, a new countersigned Warrant for the number of shares
        as
        to which such Warrant shall not have been exercised. Notwithstanding the
        foregoing, the Company shall not be obligated to deliver any securities pursuant
        to the exercise of a Warrant unless (i) a registration statement under the
        Act
        with respect to the Ordinary Shares issuable upon such exercise is effective,
        or
        (ii) in the opinion of counsel to the Company, the exercise of the Warrants
        is
        exempt from the registration requirements of the Act and such securities
        are
        qualified for sale or exempt from qualification under applicable securities
        laws
        of the states or other jurisdictions in which the Registered Holders reside.
        Warrants may not be exercised by, or securities issued to, any registered
        holder
        in any state in which such exercise or issuance would be unlawful. In no
        event
        will the Registered Holder of a Warrant be entitled to receive a net-cash
        settlement in lieu of physical settlement in Ordinary Shares, regardless
        of
        whether the Ordinary Shares underlying the Warrants is registered pursuant
        to an
        effective registration statement.

       

      3.3.3 Valid
        Issuance.
        All
        Ordinary Shares issued upon the proper exercise of a Warrant in conformity
        with
        this Agreement shall be validly issued, fully paid and
        non-assessable.

       

      3.3.4 Date
        of Issuance.
        Each
        person in whose name any such certificate for Ordinary Shares is issued shall
        for all purposes be deemed to have become the holder of record of such shares
        on
        the date on which the Warrant was surrendered and payment of the Warrant
        Price
        was made, irrespective of the date of delivery of such certificate, except
        that,
        if the date of such surrender and payment is a date when the stock transfer
        books of the Company are closed, such person shall be deemed to have become
        the
        holder of such shares at the close of business on the next succeeding date
        on
        which the stock transfer books are open.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      3.3.5 Warrant
        Solicitation and Warrant Solicitation Fee.

       

      (a) The
        Company has engaged Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its
        agent for the solicitation of the exercise of the Warrants. The Company,
        at its
        cost, will (i) assist Maxim with respect to such solicitation, if requested
        by
        Maxim, and (ii) provide Maxim, and direct the Company’s transfer agent and the
        Warrant Agent to deliver to Maxim, lists of the record and, to the extent
        known,
        beneficial owners of the Company’s Warrants. The Company hereby instructs the
        Warrant Agent to cooperate with Maxim in every respect in connection with
        Maxim’s solicitation activities, including, but not limited to, providing to
        Maxim, at the Company’s cost, a list of record and beneficial holders of the
        Warrants and circulating a prospectus or offering circular disclosing the
        compensation arrangements referenced in Section 3.3.5(b) below to holders
        of the
        Warrants at the time of exercise of the Warrants. In addition to the conditions
        set forth in Section 3.3.5(b), Maxim shall accept payment of the warrant
        solicitation fee provided in Section 3.3.5(b) only if it has provided bona
        fide
        services to the Company in connection with the exercise of the Warrants and
        only
        to the extent that an investor who exercises his Warrants specifically
        designates, in writing, that Maxim solicited his, her or its exercise. In
        addition to soliciting, either orally or in writing, the exercise of Warrants
        by
        a Registered Holder, such services may also include disseminating information,
        either orally or in writing, to Warrant holders about the Company or the
        market
        for the Company’s securities, or assisting in the processing of the exercise of
        Warrants.

       

      (b) In
        each
        instance in which a Warrant is exercised, the Warrant Agent shall promptly
        give
        written notice of such exercise to the Company and Maxim (“Warrant Agent’s
        Exercise Notice”). If, upon the exercise of any Warrant more than one year from
        the effective date of the Registration Statement (i) the market price of
        the
        Company’s Ordinary Shares is greater than the Warrant Price; (ii) disclosure of
        compensation arrangements between the Company and Maxim with respect to the
        solicitation of the exercise of the Warrants was made both at the time of
        the
        Public Offering and at the time of exercise (by delivery of the Prospectus
        or as
        otherwise required by applicable law, rule or regulation); (iii) the holder
        of
        the Warrant confirms in writing that the exercise of the Warrant was solicited
        by Maxim; (iv) the Warrant was not held in a discretionary account; and (v)
        the
        solicitation of the exercise of the Warrant was not in violation of Regulation
        M
        (as such rule or any successor rule may be in effect as of such time of
        exercise) promulgated under the Securities Exchange Act of 1934, as amended,
        then the Warrant Agent, simultaneously with the distribution of the Ordinary
        Shares underlying the Warrants so exercised in accordance with the instructions
        from the Company following receipt of the proceeds to the Company received
        upon
        exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of
        5% of
        the Warrant Price to Maxim, provided that Maxim delivers to the Warrant Agent
        within ten (10) business days from the date on which Maxim has received the
        Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in
        the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
        the foregoing, no fee will be paid to Maxim with respect to the exercise
        by the
        Underwriters or their affiliates or the Company’s officers or directors of
        Warrants purchased by it or them and still held by them for its or their
        own
        account. Maxim and the Company may, at any time during business hours, examine
        the records of the Warrant Agent, including its ledger of original Warrant
        certificates returned to the Warrant Agent upon exercise of
        Warrants.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (c) The
        provisions of this Section 3.3.5 may not be modified, amended or deleted
        without
        the prior written consent of Maxim.

       

      4. Adjustments.

       

      4.1 Stock
        Dividends Split Ups.
        If,
        after the date hereof, and subject to the provisions of Section 4.6 below,
        the
        number of outstanding Ordinary Shares is increased by a stock dividend payable
        in Ordinary Shares, or by a split up of Ordinary Shares, or other similar
        event,
        then, on the effective date of such stock dividend, split up or similar event,
        the number of Ordinary Shares issuable on exercise of each Warrant shall
        be
        increased in proportion to such increase in outstanding Ordinary
        Shares.

       

      4.2 Aggregation
        of Shares.
        If,
        after the date hereof, and subject to the provisions of Section 4.6 below,
        the
        number of outstanding Ordinary Shares is decreased by a consolidation,
        combination, reverse stock split or reclassification of Ordinary Shares or
        other
        similar event, then, on the effective date of such consolidation, combination,
        reverse stock split, reclassification or similar event, the number of Ordinary
        Shares issuable on exercise of each Warrant shall be decreased in proportion
        to
        such decrease in outstanding Ordinary Shares.

       

      4.3 Adjustments
        in Exercise Price.
        Whenever the number of Ordinary Shares purchasable upon the exercise of the
        Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
        Price shall be adjusted (to the nearest cent) by multiplying such Warrant
        Price
        immediately prior to such adjustment by a fraction (x) the numerator of which
        shall be the number of Ordinary Shares purchasable upon the exercise of the
        Warrants immediately prior to such adjustment, and (y) the denominator of
        which
        shall be the number of Ordinary Shares so purchasable immediately
        thereafter.

       

      4.4 Replacement
        of Securities upon Reorganization, etc.
        In case
        of any (i) reclassification or reorganization of the outstanding Ordinary
        Shares
        (other than a change covered by Section 4.1 or 4.2 hereof or a change that
        solely affects the par value of such Ordinary Shares); (ii) merger or
        consolidation of the Company with or into another corporation (other than
        a
        consolidation or merger in which the Company is the continuing corporation
        and
        that does not result in any reclassification or reorganization of the
        outstanding Ordinary Shares); or (iii) sale or conveyance to another corporation
        or entity of the assets or other property of the Company in its entirety
        or
        substantially in its entirety in connection with which the Company is dissolved,
        the Registered Holder shall thereafter have the right to purchase and receive,
        upon the basis and upon the terms and conditions specified in the Warrants
        and
        in lieu of the Ordinary Shares of the Company immediately theretofore
        purchasable and receivable upon the exercise of the rights represented thereby,
        the kind and amount of shares of stock or other securities or property
        (including cash) receivable upon such reclassification, reorganization, merger
        or consolidation, or upon a dissolution following any such sale or transfer,
        that the Registered Holder would have received if such Registered Holder
        had
        exercised his, her or its Warrant(s) immediately prior to such event; and
        if any
        reclassification also results in a change in Ordinary Shares covered by Section
        4.1 or 4.2 above, then such adjustment shall be made pursuant to Sections
        4.1,
        4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
        similarly apply to successive reclassifications, reorganizations, mergers
        or
        consolidations, sales or other transfers.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      4.5 Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable on
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjustment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4 above, then, in any such event, the Company shall give
        written notice to the Registered Holder, at the last address set forth for
        such
        holder in the Warrant Register, of the record date or the effective date
        of the
        event. Failure to give such notice, or any defect therein, shall not affect
        the
        legality or validity of such event.

       

      4.6 No
        Fractional Shares.
        Notwithstanding any provision contained in this Agreement to the contrary,
        the
        Company shall not issue fractional shares upon exercise of Warrants. If,
        by
        reason of any adjustment made pursuant to this Section 4, the holder of any
        Warrant would be entitled, upon the exercise of such Warrant, to receive
        a
        fractional interest in a share, the Company shall, upon such exercise, round
        up
        to the nearest whole number the number of the Ordinary Shares to be issued
        to
        the Registered Holder.

       

      4.7 Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4 and Warrants issued after such adjustment may state the same Warrant
        Price and the same number of shares as is stated in the Warrants initially
        issued pursuant to this Agreement. However, the Company may at any time,
        in its
        sole discretion, make any change in the form of Warrant that the Company
        may
        deem appropriate provided that such change does not affect the substance
        thereof, and any Warrant thereafter issued or countersigned, whether in exchange
        or substitution for an outstanding Warrant or otherwise, may be in the form
        as
        so changed.

       

      5. Transfer
        and Exchange of Warrants.

       

      5.1 Registration
        of Transfer.
        Upon
        surrender of any outstanding Warrant for transfer, properly endorsed with
        signatures properly guaranteed and accompanied by appropriate instructions
        for
        transfer, the Warrant Agent shall register the transfer, from time to time,
        upon
        the Warrant Register. Upon any such transfer, a new Warrant representing
        an
        equal aggregate number of Warrants shall be issued and the old Warrant shall
        be
        cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
        by
        the Warrant Agent to the Company from time to time upon request.

       

      5.2 Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and thereupon the Warrant Agent shall issue
        in
        exchange therefor one or more new Warrants as requested by the Registered
        Holder
        of the Warrants so surrendered, representing an equal aggregate number of
        Warrants; provided, however, that if a Warrant surrendered for transfer bears
        a
        restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
        new Warrants in exchange therefor until the Warrant Agent has received an
        opinion of counsel for the Company stating that such transfer may be made
        and
        indicating whether the new Warrants must also bear a restrictive
        legend.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      5.3 Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

       

      5.4 Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

       

      5.5 Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose.

       

      6. Redemption.

       

      6.1 Redemption.
        Not
        less than all of the outstanding Warrants may be redeemed, at the option
        of the
        Company, at any time after they become exercisable and prior to their
        expiration, at the office of the Warrant Agent, upon the notice referred
        to in
        Section 6.3 below, at the price of $.01 per Warrant (the “Redemption Price”),
        provided that the last sales price of Ordinary Shares has been equal to or
        greater than $14.25 per share, on each of twenty (20) trading days within
        any
        thirty (30) trading day period ending on the third business day prior to
        the
        date on which notice of redemption is given. Notwithstanding the foregoing,
        the
        Registration Statement must be current in order for the Company to exercise
        its
        redemption rights pursuant to this Section 6. The provisions of this Section
        6.1
        may not be modified, amended or deleted without the prior written consent
        of
        Maxim. The Private Warrants are not subject to this Section 6 provided they
        are
        held by the initial purchasers thereof, or any of their permitted
        designees.

       

      6.2 Date
        Fixed for, and Notice of, Redemption.
        If the
        Company shall elect to redeem all of the Warrants, the Company shall fix
        a date
        for the redemption. Notice of redemption shall be mailed by first class mail,
        postage prepaid, by the Company not less than 30 days prior to the date fixed
        for redemption to the Registered Holders of the Warrants to be redeemed at
        their
        last addresses as they shall appear on the Warrant Register. Any notice mailed
        in the manner herein provided shall be conclusively presumed to have been
        duly
        given whether or not the Registered Holder received such notice.

       

      6.3 Exercise
        After Notice of Redemption.
        The
        Warrants may be exercised in accordance with Section 3 of this Agreement
        at any
        time after notice of redemption shall have been given by the Company pursuant
        to
        Section 6.2 hereof and prior to the time and date fixed for redemption. On
        and
        after the redemption date, the record holder of the Warrants shall have no
        further rights except to receive, upon surrender of the Warrants, the Redemption
        Price.

       

      7. Other
        Provisions Relating to Rights of Registered Holders.

       

      7.1 No
        Rights as Stockholder.
        A
        Warrant does not entitle the Registered Holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      7.2 Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

       

      7.3 Reservation
        of Ordinary Shares.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued Ordinary Shares that will be sufficient to permit the exercise
        in
        full of all outstanding Warrants issued pursuant to this Agreement.

       

      7.4 Registration
        of Ordinary Shares.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        use its best efforts to prepare and file with the SEC a post-effective amendment
        to the Registration Statement, or a new registration statement, for the
        registration, under the Act, of, and it shall use its best efforts to take
        such
        action as is necessary to qualify for sale, in those states in which the
        Warrants were initially offered by the Company, the Ordinary Shares issuable
        upon exercise of the Warrants. In either case, the Company will use its best
        efforts to cause the same to become effective on or prior to the commencement
        of
        the Exercise Period and to use its best efforts to maintain the effectiveness
        of
        such registration statement until the expiration of the Warrants in accordance
        with the provisions of this Warrant Agreement; provided, however, the Company
        shall not be obligated to deliver Ordinary Shares and shall not have penalties
        for failure to deliver Ordinary Shares if a registration statement is not
        effective at the time of exercise by the holder. In addition, the Company
        agrees
        to use its reasonable efforts to register such securities under the blue
        sky
        laws of the states of residence of the exercising warrant holders to the
        extent
        an exemption is not available. The provisions of this Section 7.4 may not
        be
        modified, amended or deleted without the prior written consent of Maxim.
        Notwithstanding the foregoing, a Warrant can expire unexercised regardless
        of
        whether a registration statement is current under the Act with respect to
        the
        Ordinary Shares issuable upon exercise of the Warrants. In no event will
        the
        registered holder of a warrant be entitled to receive a net-cash settlement
        or
        Ordinary Shares or other consideration as of result of the Company's
        non-compliance with this Section 7.4.

       

      8. Concerning
        the Warrant Agent and Other Matters.

       

      8.1 Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of Ordinary Shares upon the exercise of Warrants, but the Company
        shall
        not be obligated to pay any transfer taxes in respect of the Warrants or
        such
        shares.

       

      8.2 Resignation,
        Consolidation, or Merger of Warrant Agent.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      8.2.1 Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation, incapacity to act or otherwise, the
        Company
        shall appoint in writing a successor Warrant Agent in place of the Warrant
        Agent. If the Company shall fail to make such appointment within a period
        of 30
        days after it has been notified in writing of such resignation or incapacity
        by
        the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
        submit his Warrant for inspection by the Company), then the holder of any
        Warrant may apply to the Supreme Court of the State of New York for the County
        of New York for the appointment of a successor Warrant Agent. Any successor
        Warrant Agent, whether appointed by the Company or by such court, shall be
        a
        corporation organized and existing under the laws of the State of New York,
        in
        good standing, having its principal office in the Borough of Manhattan, City
        and
        State of New York, and authorized under such laws to exercise corporate trust
        powers and subject to supervision or examination by federal or state authority.
        After appointment, any successor Warrant Agent shall be vested with all the
        authority, powers, rights, immunities, duties, and obligations of its
        predecessor Warrant Agent with like effect as if originally named as Warrant
        Agent hereunder, without any further act or deed; but if for any reason it
        becomes necessary or appropriate, the predecessor Warrant Agent shall execute
        and deliver, at the expense of the Company, an instrument transferring to
        such
        successor Warrant Agent all the authority, powers, and rights of such
        predecessor Warrant Agent hereunder; and upon request of any successor Warrant
        Agent, the Company shall make, execute, acknowledge, and deliver any and
        all
        instruments in writing for more fully and effectually vesting in and confirming
        to such successor Warrant Agent all such authority, powers, rights, immunities,
        duties, and obligations.

       

      8.2.2 Notice
        of Successor Warrant Agent.
        If a
        successor Warrant Agent shall be appointed, the Company shall give notice
        thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary
        Shares not later than the effective date of any such appointment.

       

      8.2.3 Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

       

      8.3 Fees
        and Expenses of Warrant Agent.

       

      8.3.1 Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder as set forth on Exhibit A hereto, and will
        reimburse the Warrant Agent upon demand for all expenditures that the Warrant
        Agent may reasonably incur in the execution of its duties
        hereunder.

       

      8.3.2 Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reasonably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      8.4 Liability
        of Warrant Agent.

       

      8.4.1 Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Agreement, the Warrant
        Agent shall deem it necessary or desirable that any fact or matter be proved
        or
        established by the Company prior to taking or suffering any action hereunder,
        such fact or matter (unless other evidence in respect thereof be herein
        specifically prescribed) may be deemed to be conclusively proved and established
        by a statement signed by the Chief Executive Officer or Chief Operating Officer
        of the Company and delivered to the Warrant Agent. The Warrant Agent may
        rely
        upon such statement for any action taken or suffered in good faith by it
        pursuant to the provisions of this Agreement.

       

      8.4.2 Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the Warrant Agent’s
        negligence, willful misconduct, or bad faith.

       

      8.4.3 Exclusions.
        The
        Warrant Agent shall have no responsibility with respect to the validity of
        this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it (i) be responsible for any breach
        by
        the Company of any covenant or condition contained in this Agreement or in
        any
        Warrant; (ii) be responsible to make any adjustments required under the
        provisions of Section 4 hereof or responsible for the manner, method, or
        amount
        of any such adjustment or the ascertaining of the existence of facts that
        would
        require any such adjustment; nor (iii) by any act hereunder be deemed to
        make
        any representation or warranty as to the authorization or reservation of
        any
        Ordinary Shares to be issued pursuant to this Agreement or any Warrant or
        as to
        whether any Ordinary Shares will, when issued, be valid, fully paid and
        non-assessable.

       

      8.5 Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and conditions set forth herein. The Warrant
        Agent shall, among other things, account promptly to the Company with respect
        to
        Warrants exercised and concurrently account for, and pay to the Company,
        all
        monies received by the Warrant Agent for the purchase of shares of the Company’s
        Ordinary Shares through the exercise of Warrants.

       

      9. Miscellaneous
        Provisions.

       

      9.1 Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of each of their
        respective successors and assigns.

       

      9.2 Notices.
        Any
        notice or other communication required, or which may be given hereunder,
        shall
        be in writing and either be delivered (i) personally, (ii) by private national
        courier service, or (iii) be mailed, certified or registered mail, return
        receipt requested, postage prepaid. Notice shall be deemed given when so
        delivered personally or, if sent by private national courier service, on
        the
        next business day after delivery to the courier, or, if mailed, two business
        days after the date of mailing, as follows:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      Asia
        Special Situation Acquisition Corp.

      P.O.
        Box
        309 GT, Ugland House 

      South
        Church Street

      George
        Town, Grand Cayman

      Cayman
        Islands

      Attn:
        President

       

      Any
        notice, statement or demand authorized by this Agreement to be given or made
        by
        the Registered Holder or by the Company to or on the Warrant Agent shall
        be
        sufficiently given when so delivered if by hand or overnight delivery or
        if sent
        by certified mail or private courier service five days after deposit of such
        notice, postage prepaid, addressed (until another address is filed in writing
        by
        the Warrant Agent with the Company), as follows:

      


      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      Attn:
        ______________

       

      with
        a
        copy in each case to:

       

      Richardson
        & Patel LLP

      405
        Lexington Avenue, 26th
        Floor

      New
        York,
        New York 10174

      Attn:
        Jody R. Samuels, Esq.

       

      and

      Maxim
        Group LLC

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn:
        Clifford A. Teller

       

      9.3 Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by the laws of the State of New York, without
        giving effect to conflict of laws. The Company hereby agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this
        Agreement shall be brought and enforced in the courts of the State of New
        York
        or the United States District Court for the Southern District of New York,
        and
        irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
        The Company hereby waives any objection to such exclusive jurisdiction and
        that
        such courts represent an inconvenient forum. Any such process or summons
        to be
        served upon the Company may be served by transmitting a copy thereof by
        registered or certified mail, return receipt requested, postage prepaid,
        addressed to it at the address set forth in Section 9.2 hereof. Such mailing
        shall be deemed personal service and shall be legal and binding upon the
        Company
        in any action, proceeding or claim.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      9.4 Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or corporation other than the parties hereto and the Registered
        Holders of and, for the purposes of Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8
        hereof, Maxim, any right, remedy, or claim under or by reason of this Agreement
        or of any covenant, condition, stipulation, promise, or agreement hereof.
        Maxim
        shall be deemed to be a third-party beneficiary of this Agreement with respect
        to Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof. All covenants, conditions,
        stipulations, promises, and agreements contained in this Agreement shall
        be for
        the sole and exclusive benefit of the parties hereto (and Maxim with respect
        to
        the Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof) and their successors and
        assigns and of the Registered Holders.

       

      9.5 Examination
        of the Agreement.
        A copy
        of this Agreement shall be available at all reasonable times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by any Registered Holder. The Warrant Agent may require any such
        holder to submit his Warrant for inspection by it.

       

      9.6 Counterparts.
        This
        Agreement may be executed in any number of counterparts and each of such
        counterparts shall for all purposes be deemed to be an original, and all
        such
        counterparts shall together constitute but one and the same
        instrument.

       

      9.7 Effect
        of Headings.
        The
        section headings herein are for convenience only and are not part of this
        Agreement and shall not affect the interpretation thereof.

       

      9.8 Amendments.
        This
        Agreement may be amended by the parties hereto without the consent of any
        Registered Holder for the purpose of curing any ambiguity, or of curing,
        correcting or supplementing any defective provision contained herein or adding
        or changing any other provisions with respect to matters or questions arising
        under this Agreement as the parties may deem necessary or desirable and that
        the
        parties deem shall not adversely affect the interest of the Registered Holders.
        All other modifications or amendments, including any amendment to increase
        the
        Warrant Price or shorten the Exercise Period, shall require the written consent
        of each of Maxim and the Registered Holders of a majority of the then
        outstanding Warrants. Notwithstanding the foregoing, the Company may lower
        the
        Warrant Price or extend the duration of the Exercise Period in accordance
        with
        Sections 3.1 and 3.2 above, respectively, without such consent.

       

      9.9 Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.

       

      [remainder
        of document continued on next page]

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
        hereto as of the day and year first above written.

       

      
        	 	 	 	 	 	 
	Attest:	 	 	 	ASIA
                SPECIAL
                SITUATION ACQUISITION CORP.
	 	
                

              	 	 	 	
              
	 	 	 	 	By: 	 
	 	 	 	 	 	
                
 


      

      
         

        
          	 	 	 	 	 	 
	Attest:	 	 	 	CONTINENTAL
                  STOCK
                  TRANSFER & TRUST COMPANY
	 	
                  

                	 	 	 	
                
	 	 	 	 	By: 	 
	 	 	 	 	Name:	
                  
 
	 	 	 	 	Title: