Unassociated Document


    November
      __, 2007

    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309GT, Ugland House 

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd
      Floor

    New
      York,
      New York 10174

    


    
      	
               

            	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned, an officer, director or shareholder of Asia Special Situation
      Acquisition Corp. (the “Company”),
      in
      consideration of Maxim Group LLC (“Maxim”)
      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 that, subject only to consummation
      of the IPO, the undersigned shall comply with each of the following covenants
      and agreements. As used herein, certain capitalized terms not otherwise defined
      herein or in the Registration Statement, shall have the meanings that are
      defined in Section 14 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by the undersigned in accordance
      with the majority of the votes cast by the holders of the IPO Shares. In the
      event that the undersigned acquires ordinary shares in connection with the
      IPO
      or in the secondary trading market after the IPO, the undersigned will vote
      all
      such shares “FOR” the approval of a Business Combination.

    



      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 from the Effective
        Date
        provided a definitive agreement or letter of intent has been executed by
        the
        Company and a target business prior to the expiration of the 18 month period
        referred to herein (subject to any extension of such 18 or 24 month periods
        in
        accordance with the approval of 95% or more of the Company’s outstanding
        ordinary shares), the undersigned will (i) cause the Trust Account to be
        liquidated and distributed to the holders of IPO Shares and (ii) take all
        reasonable actions within its 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 Account
        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 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 Account for any reason whatsoever. In the
        event
        of the liquidation of the Trust Fund, the undersigned acknowledges that Ho
        Capital Management, LLC, the Company’s sponsor, (the
        “Sponsor”),
        Noble
        Investment Fund Limited and Allius Ltd. have jointly and severally agreed
        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) 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. In addition, the
        undersigned acknowledges that the disinterested directors of the Company
        will
        cause the Company to bring one or more claims and/or commence a lawsuit or
        other
        proceeding (i) against Ho Capital Management LLC, Noble Investment Fund Limited
        and
        Allius Ltd., joint and severally, for specific performance to enforce
        such indemnification obligations, and (ii) against the undersigned for breach
        of
        this letter agreement for specific performance or damages incurred by the
        Company in connection with any such breach. 


     

    3. In
      order
      to minimize potential conflicts which may arise from multiple affiliations,
      the
      undersigned agrees that until the earliest to occur of (a) the consummation
      by
      the Company of a Business Combination, (b) the liquidation of the Company,
      or
      (c) the undersigned ceasing to be a shareholder, officer or director of the
      Company, the undersigned will present to the board of directors of the Company
      for their consideration, and give the Company a right of first refusal to effect
      a Business Combination with (i) any corporate or business opportunity located
      in
      or principally doing business or investing in Asia that the undersigned has
      access to, whether individually or through a company the undersigned is or
      may
      become affiliated with, and (ii) which could reasonably be valued at 80% or
      more
      of the total dollar amount placed in the Company’s Trust Account upon
      consummation of the IPO (excluding deferred underwriting fees) (each a
“Relevant
      Business Opportunity”).
      Annexed hereto as Exhibit
      A
      is a
      list of all entities in which the undersigned is an officer, director or an
      affiliate (the “Affiliated
      Entities”);
      each
      of which Affiliated Entities shall have confirmed to the Company that the
      undersigned does not have any pre-existing fiduciary and contractual obligations
      with such Affiliated Entity that would conflict with the provisions of this
      Section 3.

     

    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

     

    4. Prior
      to
      the earliest to occur of (a) the consummation by the Company of a Business
      Combination, (b) the liquidation of the Company, or (c) the undersigned ceasing
      to be a shareholder, officer or director of the Company, the undersigned will
      not become an officer, director or Affiliate of any other entity, including
      other blank check companies, with a primary focus on completing an acquisition
      in Asia. 

    


    5. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination with any entity in which the undersigned or its Affiliates,
      or any other Insider or its Affiliates, is a direct or indirect Affiliate (as
      hereinafter defined).

     


      6. Neither
        the undersigned, any member of the family of the undersigned, nor any 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; provided that
        the
        Sponsor shall be entitled to reimbursement from the Company for its
        out-of-pocket expenses incurred in connection with seeking and consummating
        a
        Business Combination only (i) from funds held outside of the Trust Account,
        or
        (ii) upon the consummation of a Business Combination.  


     

    7. Neither
      the undersigned, any “Family Member” (defined as a parent, spouse, child or
      sibling), nor any Affiliate of the undersigned will be entitled to receive
      or
      accept a finder’s fee or any other compensation from the Company or from the
      prospective target entity in the Business Combination in the event the
      undersigned, any Family Member or any Affiliate of the undersigned originates
      a
      Business Combination. In addition, the undersigned and its Affiliates (acting
      in
      their capacity as an officer, director or shareholder of the Company) will
      not
      condition any prospective Business Combination upon their receipt of or
      retaining any position in the Company or its successor following such Business
      Combination, whether through any employment or consulting agreement, directors
      fees or other similar arrangement.

     

    8. On
      the
      Effective Date, the undersigned will escrow its Insider Shares until three
      years
      after the Effective Date subject to the terms of a Stock Escrow Agreement which
      the Company will enter into with the undersigned and an escrow agent acceptable
      to the Company. Additionally, the undersigned agrees to deposit in an account
      at
      Maxim all of the Insider Warrants purchased by it until the completion of a
      Business Combination.

     

    
      
        
        

      

      
        -
          2-

        
          

        

      

      
        
        

      

    

     

    9.
      (a) If
      so
      designated in the Registration Statement, the undersigned agrees to serve as
      an
      officer and/or a director of the Company and to serve in the capacity set forth
      in such Registration Statement until the earlier of the consummation by the
      Company of a Business Combination or the liquidation of the Company, unless
      the
      undersigned resigns for good reason with the prior approval of Maxim, which
      approval shall not be unreasonably withheld. If the undersigned is an Insider
      of
      the Company, the undersigned’s biographical information furnished to the Company
      and Maxim set forth in the Registration Statement, and attached hereto as
Exhibit
      B,
      is true
      and accurate in all material 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. If the undersigned is an Insider of the
      Company, the undersigned’s Questionnaire furnished to the Company and Maxim is
      true and accurate in all material respects. 

    

      
        	 	
                (b)

              	
                The
                  undersigned represents and warrants
                  that:

              


      

    

    
      


      (i)
         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; 

      


      (ii)
         The
        undersigned has not 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); 

      

        (iii)
           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: 

      

    

    

      (1)
         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; 

      


      (2)
         Engaging
        in any type of business practice; or 

      


      (3)
         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;

    

    

      (c) The
        undersigned has not been the subject of any order, judgment or decree, not
        subsequently reversed, suspended or vacated, of any Federal or State authority
        barring, suspending or otherwise limiting for more than sixty (60) days the
        right of the undersigned to engage in any activity described in paragraph
        (b)(iii) above, or to be associated with persons engaged in any such activity;
        

      


      (d) The
        undersigned has not been found by a court of competent jurisdiction in a
        civil
        action or by the Securities and Exchange Commission to have violated any
        Federal
        or State securities law, and the judgment in such civil action or finding
        by the
        Securities and Exchange Commission has not been subsequently reversed,
        suspended, or vacated; and 

      


      (e) The
        undersigned has not been found by a court of competent jurisdiction in a
        civil
        action or by the Commodity Futures Trading Commission to have violated any
        Federal commodities law, and the judgment in such civil action or finding
        by the
        Commodity Futures Trading Commission has not been subsequently reversed,
        suspended or vacated.

      


      
        
          
          

        

        
          -
            3-

          
            

          

        

        
          
          

        

      

    

     

    10. The
      undersigned has full right and power, without violating any agreement by which
      he or she is bound, to enter into this letter agreement and, if so designated
      in
      the Registration Statement declared effective by the SEC, to serve as an officer
      or director of the Company.

    


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

    


    12. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about the undersigned’s background and finances (“Information”).
      Neither Maxim nor its 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.

    


    13. 
      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/her 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 Hodgson Russ as agent for the service of process
      in the State of New York to receive, for the undersigned and on his/her 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 Maxim and
      appoint a substitute agent acceptable to each of the Company and Maxim 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.  

     

    14. As
      used
      herein, the following capitalized terms shall have the meanings set forth
      below:

    


    (a) “Affiliate
      shall have the meaning that is defined in Rule 405 as promulgated under the
      Securities Act of 1933, as amended, 

    


    (b) “Asia”
      includes China as well as Japan, South Korea, Vietnam, Australia and New
      Zealand, but will not include North Korea;

    


    (c)
       a
      “Business Combination” shall mean the
      acquisition of all or a controlling interest in one or more target businesses
      through a capital stock exchange, asset acquisition, stock purchase, or other
      similar transaction, including related contractual
      arrangements,
      of an
      operating business that is either
      located in Asia, provides products or services to customers located in Asia,
      or
      is investing in Asia; 

    


    (d) “Insiders”
      shall mean all officers, directors and shareholders of the Company immediately
      prior to the IPO; 

    


    (e) “Insider
      Shares” shall mean all of the shares of Common Stock of the Company acquired by
      an Insider prior to the IPO; 

    


    (f) “Insider
      Warrants” means the 5,725,000 warrants being sold privately by the Company to Ho
      Capital Management LLC; 

     

    
      
        
        

      

      
        -
          4-

        
          

        

      

      
        
        

      

    

    

      (g) “IPO
        Shares” shall mean the Company’s ordinary shares issued in the Company’s
        IPO.

      


      (h) “Registration
        Statement” shall mean the registration statement on Form S-1 of the Company that
        is declared effective by the SEC in connection with the IPO.

      


      (i) “SEC”
        means the United States Securities and Exchange Commission.

      


      (j) “Trust
        Account” shall mean the trust account in which substantially all of the proceeds
        to the Company from the IPO and the private placement of the Insider Warrants
        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.

       

    

    
      	 	
              ____________________________________

              Print
                Name 

               

               

              By:
                ___________________________

              Its:

            


    

    


    
      
        
        

      

      
        -
          5-