Unassociated Document


    

        THE
          REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES
          THAT
          IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
          PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT
          IT WILL
          NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION
          FOR A
          PERIOD OF 18 MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) IN ACCORDANCE
          WITH FINRA RULE 2710(g)(1) TO ANYONE OTHER THAN (I) MAXIM GROUP LLC AND
          ITS
          AFFILIATES ("MAXIM") OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION
          WITH
          THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR
          EMPLOYEE
          OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


      



        THIS
          PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE CONSUMMATION BY ASIA SPECIAL
          SITUATION ACQUISITION CORP. ("COMPANY") OF A  CAPITAL STOCK EXCHANGE, ASSET
          OR STOCK ACQUISITION,
          CONTRACTUAL ARRANGEMENT IN WHICH THE COMPANY ACQUIRES CONTROL OF A TARGET
          BUSINESS  OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS
          COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION
          STATEMENT. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME,
          _____________, 2012.


      


       

      FORM
        OF
        UNIT PURCHASE OPTION

      


      FOR
        THE
        PURCHASE OF

      


      475,000
        UNITS

      


      OF

      


      ASIA
        SPECIAL SITUATION ACQUISITION CORP.

      


      1.
        Purchase Option.

      



        THIS
          CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim
          Group LLC (collectively, with its successors and permitted assigns and/or
          transferees, the "Holder"), as registered owner of this Purchase Option,
          to Asia
          Special Situation Acquisition Corp. (the "Company"), Holder is entitled,
          at any
          time or from time to time after
          the consummation of a Business Combination ("Commencement Date"),
          and at
          or before 5:00 p.m., Eastern Time, ____________, 2012 ("Expiration Date"),
          but
          not thereafter, to subscribe for, purchase and receive, in whole or in
          part, up
          to Four Hundred Seventy Five Thousand (475,000) units (the "Units") of
          the
          Company, each Unit consisting of one ordinary share of the Company, par
          value
          $0.0001 per share (the "Ordinary Shares"), and one warrant (the "Warrant")
          expiring four
          (4)
years from the effective date ("Effective Date") of the registration
          statement ("Registration Statement") pursuant to which Units are offered
          for
          sale to the public (the "Offering"). Each Warrant contains the same terms
          and
          conditions as the warrants included in the Units being registered for sale
          to
          the public by way of the Registration Statement (the "Public Warrants"),
          including that the Warrants underlying the Units comprising this Purchase
          Option which
          have an exercise price of $7.50 per share. If the Expiration Date is a
          day on
          which banking institutions are authorized by law to close, then this Purchase
          Option may be exercised on the next succeeding day which is not such a
          day in
          accordance with the terms herein. During the period ending on the Expiration
          Date, the Company agrees not to take any action that would terminate the
          Purchase Option. This Purchase Option is initially exercisable at $12.50
          per
          Unit so purchased; provided, however, that upon the occurrence of any of
          the
          events specified in Section 6 hereof, the rights granted by this Purchase
          Option, including the exercise price per Unit and the number of Units (and
          Ordinary
          Shares
          and
          Warrants) to be received upon such exercise, shall be adjusted as therein
          specified. The term "Exercise Price" shall mean the initial exercise price
          or
          the adjusted exercise price, depending on the context.


       

      2.
        Exercise.

      


      2.1
        Exercise Form. In order to exercise this Purchase Option, the exercise form
        attached hereto must be duly executed and completed and delivered to the
        Company, together with this Purchase Option and payment of the

      Exercise
        Price for the Units being purchased payable in cash or by certified check
        or
        official bank check. If the subscription rights represented hereby shall
        not be
        exercised at or before 5:00 p.m., New York City Time, on the Expiration Date,
        this Purchase Option shall become and be void without further force or effect,
        and all rights represented hereby shall cease and expire.

      


      2.2
        Legend. Each certificate for the securities purchased under this Purchase
        Option
        shall bear a legend as follows, unless such securities have been registered
        under the Securities Act of 1933, as amended (the "Act"):

      


      "THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED ("ACT") OR APPLICABLE STATE LAW. THE
        SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, IN
        WHOLE
        OR IN PART, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE
        STATE LAW."

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.3
        Cashless Exercise. In lieu of the payment of the Exercise Price multiplied
        by
        the number of Units for which this Purchase Option is exercisable (and in
        lieu
        of being entitled to receive Ordinary
        Shares
        and
        Warrants) in the manner required by Section 2.1, the Holder shall have the
        right
        (but not the obligation) to convert any exercisable but unexercised portion
        of
        this Purchase Option into Units (the "Conversion Right") as follows: upon
        exercise of the Conversion Right, the Company shall deliver to the Holder
        (without payment by the Holder of any of the Exercise Price in cash) that
        number
        of Ordinary
        Shares
        and
        Warrants comprising that number of Units equal to the quotient obtained by
        dividing (x) the "Value" (as defined below) of the portion of the Purchase
        Option being converted by (y) the Current Market Value (as defined below)
        of the
        portion of the Purchase Option being converted. The "Value" of the portion
        of
        the Purchase Option being converted shall equal the remainder derived from
        subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
        underlying the portion of this Purchase Option being converted from (b) the
        Current Market Value of a Unit multiplied by the number of Units underlying
        the
        portion of the Purchase Option being converted. As used herein, the term
        "Current Market Value" per Unit at any date means: (A) in the event that
        neither
        the Units nor Warrants are still trading, the remainder derived from subtracting
        (x) the exercise price of the Warrants multiplied by the number of Ordinary
        Shares
        issuable
        upon exercise of the Warrants underlying one Unit from (y) (i) the Current
        Market Price of the Ordinary
        Shares
        multiplied by (ii) the number of Ordinary
        Shares
        underlying one Unit, which shall include the Ordinary
        Shares
        underlying the Warrants included in such Unit; (B) in the event that the
        Units,
Ordinary
        Shares
        and
        Public Warrants are still trading, (i) if the Units are listed on a national
        securities exchange or quoted on the Nasdaq Global Select Market, Nasdaq
        Global
        Market, Nasdaq Capital Market or OTC Bulletin Board (or successor such as
        the
        Bulletin Board Exchange), the last sale price of the Units in the principal
        trading market for the Units as reported by the exchange, Nasdaq or the FINRA,
        as the case may be, on the last trading day preceding the date in question;
        or
        (ii) if the Units are not listed on a national securities exchange or quoted
        on
        the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market
        or
        the OTC Bulletin Board (or successor exchange), but is traded in the residual
        over-the-counter market, the closing bid price for Units on the last trading
        day
        preceding the date in question for which such quotations are reported by
        the
        Pink Sheets, LLC or similar publisher of such quotations; and (C) in the
        event
        that the Units are not still trading but the Ordinary
        Shares
        and
        Warrants underlying the Units are still trading, the Current Market Price
        of the
Ordinary
        Shares
        plus the
        product of (x) the Current Market Price of the Warrants and (y) the number
        of
Ordinary
        Shares
        underlying the Warrants included in one Unit. The "Current Market Price"
        shall
        mean (i) if the Ordinary
        Shares
        (or
        Warrants, as the case may be) is listed on a national securities exchange
        or
        quoted on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital
        Market or OTC Bulletin Board (or successor such as the Bulletin Board Exchange),
        the last sale price of the Ordinary
        Shares
        (or
        Warrants) in the principal trading market for the Ordinary
        Shares
        as
        reported by the exchange, Nasdaq or the FINRA, as the case may be, on the
        last
        trading day preceding the date in question; (ii) if the Ordinary
        Shares
        (or
        Warrants, as the case may be) is not listed on a national securities exchange
        or
        quoted on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital
        Market or the OTC Bulletin Board (or successor exchange), but is traded in
        the
        residual over-the-counter market, the closing bid price for the Ordinary
        Shares
        (or
        Warrants) on the last trading day preceding the date in question for which
        such
        quotations are reported by the Pink Sheets, LLC or similar publisher of such
        quotations; and (iii) if the fair market value of the Ordinary
        Shares
        cannot
        be determined pursuant to clause (i) or (ii) above, such price as the Board
        of
        Directors of the Company shall determine, in good faith. In the event the
        Public
        Warrants have expired and are no longer exercisable, no "Value" shall be
        attributed to the Warrants underlying this Purchase Option. Additionally,
        in the
        event that this Purchase Option is exercised pursuant to this Section 2.3
        and
        the Public Warrants are still trading, the "Value" shall be reduced by the
        difference between the Warrant Exercise Price and the exercise price of the
        Public Warrants multiplied by the number of Warrants underlying the Units
        included in the portion of this Purchase Option being converted.

       

      2.4
        Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised
        by
        the Holder on any business day on or after the Commencement Date and not
        later
        than the Expiration Date by delivering the Purchase Option with the duly
        executed exercise form attached hereto with the cashless exercise section
        completed to the Company, exercising the Cashless Exercise Right and specifying
        the total number of Units the Holder will purchase pursuant to such Cashless
        Exercise Right.

      


      2.5
        No
        Net Cash Settlements or Damages Upon Failure of Registration. In no event
        shall
        the registered Holder of this Purchase Option be entitled to (i) net cash
        settlement of this Purchase Option or the Warrants underlying the Purchase
        Option, regardless of whether any or all of the Registrable Securities have
        been
        registered by the Company pursuant to an effective registration statement,
        or
        (ii) receive
        any damages if any or all of the Registrable Securities have not been registered
        by the Company pursuant to an effective registration statement, subject to
        the
        requirement that the Company use its best efforts to have a registration
        statement or post-effective amendment declared effective as soon as possible
        after receiving the Initial Demand Notice.
        The
        holder of the Warrants underlying the Purchase Option will not be entitled
        to
        exercise the Warrants underlying such Purchase Option unless a registration
        statement is effective, or an exemption from the registration requirements
        is
        available at such time and, if the holder does not, or is not able to, exercise
        the Warrants underlying the Purchase Option the Warrants will expire worthless.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.
        Transfer.

      



        3.1
          General Restrictions. The registered Holder of this Purchase Option, by
          its
          acceptance hereof, agrees that it will not sell, transfer, assign, pledge
          or
          hypothecate this Purchase Option,
          or the
          securities issuable upon exercise of the Purchase Option, for a period of
          18 months following the Effective Date in accordance with FINRA Rule 2710(g)(1)
          to anyone other than (i) Maxim or an underwriter or a selected dealer in
          connection with the Offering, or (ii) a bona fide officer or partner of
          Maxim or
          of any such underwriter or selected dealer. On and after 18 months from
          the
          Effective Date, transfers to others may be made subject to compliance with
          or
          exemptions from applicable securities laws. In order to make any permitted
          assignment, the Holder must deliver to the Company the assignment form
          attached
          hereto duly executed and completed, together with the Purchase Option and
          payment of all transfer taxes, if any, payable in connection therewith.
          The
          Company shall within five business days transfer this Purchase Option on
          the
          books of the Company and shall execute and deliver a new Purchase Option
          or
          Purchase Options of like tenor to the appropriate assignee(s) expressly
          evidencing the right to purchase the aggregate number of Units purchasable
          hereunder or such portion of such number as shall be contemplated by any
          such
          assignment.


      


      3.2
        Restrictions Imposed by the Act. The securities evidenced by this Purchase
        Option shall not be transferred unless and until (i) the Company has received
        the opinion of counsel for the Holder that the securities may be transferred
        pursuant to an exemption from registration under the Act and applicable state
        securities laws, the availability of which is established to the reasonable
        satisfaction of the Company (the Company hereby agreeing that the opinion
        of
        Richardson & Patel LLP shall be deemed satisfactory evidence of the
        availability of an exemption), or (ii) a registration statement or a
post-effective
        amendment to the Registration Statement relating to such securities has been
        filed by the Company and declared effective by the Securities and Exchange
        Commission (“SEC”) and compliance with applicable state securities law has been
        established.

       

      4.
        New
        Purchase Options to be Issued.

      


      4.1
        Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof,
        this Purchase Option may be exercised or assigned in whole or in part. In
        the
        event of the exercise or assignment hereof in part only, upon surrender of
        this
        Purchase Option for cancellation, together with the duly executed exercise
        or
        assignment form and, except in the case of an exercise of this Purchase Option
        contemplated by Section 2.3 hereof, funds sufficient to pay any Exercise
        Price
        and/or transfer tax, the Company shall cause to be delivered to the Holder
        without charge a new Purchase Option of like tenor to this

      Purchase
        Option in the name of the Holder evidencing the right of the Holder to purchase
        the number of Units purchasable hereunder as to which this Purchase Option
        has
        not been exercised or assigned.

      


      4.2
        Lost
        Certificate. Upon receipt by the Company of evidence satisfactory to it of
        the
        loss, theft, destruction or mutilation of this Purchase Option and of reasonably
        satisfactory indemnification or the posting of a bond, the Company shall
        execute
        and deliver a new Purchase Option of like tenor and date. Any such new Purchase
        Option executed and delivered as a result of such loss, theft, mutilation
        or
        destruction shall constitute a substitute contractual obligation on the part
        of
        the Company.

      


      5.
        Registration Rights.

      


      5.1
        Demand Registration.

      


      5.1.1
        Grant of Right. The Company, upon written demand (an "Initial Demand Notice")
        of
        the holder(s) of at least an aggregate of 51% of all outstanding Purchase
        Options issued by the Company and/or the underlying Units and/or the underlying
        securities (the "Majority Holders"), agrees to use its best efforts to register
        on one occasion, all or any portion of
        the
        Purchase Options requested by the Majority Holders in the Initial Demand
        Notice
        and all of the securities underlying such Purchase Options, including the
        Units,
Ordinary
        Shares,
        the
        Warrants and the Ordinary
        Shares
        underlying the Warrants(collectively, the "Registrable Securities"). On such
        occasion, the Company will use its best efforts to file a registration statement
        or a post-effective amendment to the Registration Statement covering the
        Registrable Securities within sixty days after receipt of the Initial Demand
        Notice and use its best efforts to have such registration statement or
        post-effective amendment declared effective as soon as possible thereafter.
        The
        demand for registration may be made at any time during a period of five years
        beginning on the Effective Date. The Initial Demand Notice shall specify
        the
        number of shares of Registrable Securities proposed to be sold and the intended
        method(s) of distribution thereof. The Company will notify all holders of
        the
        Purchase Options and/or Registrable Securities of the demand within ten days
        from the date of the receipt of any such Initial Demand Notice. Each holder
        of
        Registrable Securities who wishes to include all or a portion of such holder's
        Registrable Securities in the Demand Registration (each such holder including
        shares of Registrable Securities in such registration, a "Demanding Holder")
        shall so notify the Company within fifteen (15) days after the receipt by
        the
        holder of the notice from the Company. Upon any such request, the Demanding
        Holders shall be entitled to have their Registrable Securities included in
        the
        Demand Registration, subject to Section 5.2.1.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.1.2
        Terms. The Company shall bear all fees and expenses attendant to registering
        the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities, but the Holders shall pay any and all underwriting commissions.
        The
        Company agrees to use its reasonable
        best efforts to qualify or register the Registrable Securities in such States
        as
        are reasonably requested by the Majority Holder(s); provided, however, that
        in
        no event shall the Company be required to register the Registrable Securities
        in
        a State in which such registration would cause (i) the Company to be obligated
        to qualify to do business in such State, or would subject the Company to
        taxation as a foreign corporation doing business in such jurisdiction or
        (ii)
        the principal stockholders of the Company to be obligated to escrow their
        shares
        of capital stock of the Company. The Company shall use its
        best
        efforts to cause any registration statement or post-effective amendment filed
        pursuant to the demand rights granted under Section 5.1.1 to remain effective
        for a period of nine (9) months from the effective date of such registration
        statement or post-effective amendment.

      


      5.2
        "Piggy-Back" Registration.

      


      5.2.1
        Grant of Right. In addition to the demand right of registration, the Holders
        of
        the Purchase Options shall have the right for a period of seven years commencing
        on the Effective Date, to include the Registrable Securities as part of any
        other registration of securities filed by the Company (other than in connection
        with a transaction contemplated by Rule 145(a) promulgated under the Act
        or
        pursuant to Form S-8); provided, however, that if, in the written opinion
        of the
        Company's managing underwriter or underwriters, if any, for such offering,
        the
        inclusion of the Registrable Securities, when added to the securities being
        registered by the Company or the selling stockholder(s), will exceed the
        maximum
        amount of the Company's securities (the "Maximum Number of Shares") which
        can be
        marketed (i) at a price reasonably related to their then current market value,
        and (ii) without materially and adversely affecting the entire offering,
        then
        the Company shall

      include
        in any such registration:

      


      (i)
        If
        the registration is undertaken for the Company's account: (A) first, the
        Ordinary
        Shares
        or other
        securities that the Company desires to sell that can be sold without exceeding
        the Maximum Number of Shares; (B) second, to the extent that the Maximum
        Number
        of Shares has not been reached under the foregoing clause (A), the Ordinary
        Shares,
        if any,
        including the Registrable Securities, as to which registration has been
        requested pursuant to written contractual piggy-back registration rights
        of
        security holders (pro rata in accordance with the number of Ordinary
        Shares
        which
        each such person has actually requested to be included in such registration,
        regardless of the number of Ordinary
        Shares
        with
        respect to which such persons have the right to request such inclusion) that
        can
        be sold without exceeding the Maximum Number of Shares; and

      


      (ii)
        If
        the registration is a "demand" registration undertaken at the demand of persons
        other than the holders of Registrable Securities pursuant to written contractual
        arrangements with such persons, (A) first, the Ordinary
        Shares
        for the
        account of the demanding persons that can be sold without exceeding the Maximum
        Number of Shares; (B) second, to the extent that the Maximum Number of Shares
        has not been reached under the foregoing clause (A), the Ordinary
        Shares
        or other
        securities that the Company desires to sell that can be sold without exceeding
        the Maximum Number of Shares; and (C) third, to the extent that the Maximum
        Number of Shares has not been reached under the foregoing clauses (A) and
        (B),
        the Registrable Securities as to which registration has been requested under
        this Section 5.2 (pro rata in accordance with the number of shares of
        Registrable Securities held by each such holder); and (D) fourth, to the
        extent
        that the Maximum Number of Shares has not been reached under the foregoing
        clauses (A), (B) and (C), the Ordinary
        Shares
        if any,
        as to which registration has been requested pursuant to written contractual
        piggy-back registration rights which other shareholders desire to sell that
        can
        be sold without exceeding the Maximum Number of Shares.

       

      5.2.2
        Terms. The Company shall bear all fees and expenses attendant to registering
        the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities but the Holders shall pay any and all underwriting commissions
        related to the Registrable Securities. In the event of such a proposed
        registration, the Company shall furnish the then Holders of outstanding
        Registrable Securities with not less than fifteen days written notice prior
        to
        the proposed date of filing of such registration statement.
        Such notice to the Holders shall continue to be given for each applicable
        registration statement filed (during the period in which the Purchase Option
        is
        exercisable) by the Company until such time as all of the Registrable Securities
        have been registered and sold. The holders of the Registrable Securities
        shall
        exercise the "piggy-back" rights provided for herein by giving written notice,
        within ten days of the receipt of the Company's notice of its intention to
        file
        a registration statement. The Company shall use its best efforts to cause
        any
        registration statement filed pursuant to the above "piggyback" rights to
        remain
        effective for at least nine months from the date that the Holders of the
        Registrable Securities are first given the opportunity to sell all of such
        securities. The Company agrees, at its sole expenses, to use its reasonable
        best
        efforts to qualify or register the Registrable Securities in such States
        as are
        reasonably requested by the Majority Holder(s); provided, however,
        that in no event shall the Company be required to register the Registrable
        Securities in a State in which such registration would cause (i) the Company
        to
        be obligated to qualify to do business in such State, or would subject the
        Company to taxation as a foreign corporation doing business in such jurisdiction
        or (ii) the principal stockholders of the Company to be obligated to escrow
        their shares of capital stock of the Company.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.3
        General Terms.

      



        5.3.1
          Indemnification. The Company shall indemnify the Holder(s) of the Registrable
          Securities to be sold pursuant to any registration statement hereunder
          and each
          person, if any, who controls such Holders within the meaning of Section
          15 of
          the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
          (the
          "Exchange Act"), and any of their
          respective heirs, successors, permitted assigns and transfers, and agents
          and
          representatives, against all loss, claim, damage, expense or liability
          (including all reasonable attorneys' fees and other expenses reasonably
          incurred
          in investigating, preparing or defending against litigation, commenced
          or
          threatened, or any claim whatsoever whether arising out of any action between
          the underwriter and the Company or between the underwriter and any third
          party
          or otherwise) to which any of them may become subject under the Act, the
          Exchange Act or otherwise, arising from such registration statement but
          only to
          the same extent and with the same effect as the provisions pursuant to
          which the
          Company has agreed to indemnify the underwriters contained in Section 5.1
          of the Underwriting Agreement between the Company, Maxim and the other
          underwriters named therein dated the Effective Date. The Holder(s) of the
          Registrable Securities to be sold pursuant to such registration statement,
          and
          their successors and assigns, shall severally, and not jointly, indemnify
          the
          Company, its officers and directors and each person, if any, who controls
          the
          Company within the meaning of Section 15 of the Act or Section 20(a) of
          the
          Exchange Act, against all loss, claim, damage, expense or liability (including
          all reasonable attorneys' fees and other expenses reasonably incurred in
          investigating, preparing or defending against any claim whatsoever) to
          which
          they may become subject under the Act, the Exchange Act or otherwise, arising
          from information furnished by or on behalf of such Holders, or their successors
          or assigns, in writing, for specific inclusion in such registration statement
          to
          the same extent and with the same effect as the provisions contained in
          Section
5.2
          of the Underwriting Agreement pursuant to which the underwriters have agreed
          to
          indemnify the Company.


      


      5.3.2
        Exercise of Purchase Options. Nothing contained in this Purchase Option shall
        be
        construed as requiring the Holder(s) to exercise their Purchase Options or
        Warrants underlying such Purchase Options prior to or after the initial filing
        of any registration statement or the effectiveness thereof.

      


      5.3.3
        Documents Delivered to Holders. The Company shall furnish Maxim, as
        representative of the Holders participating in any of the foregoing offerings,
        a
        signed counterpart, addressed to the participating Holders, of (i) an opinion
        of
        counsel to the Company, dated the effective date of such registration statement
        (and, if such registration includes an underwritten public offering, an opinion
        dated the date of the closing under any underwriting agreement related thereto),
        and (ii) a "cold comfort" letter dated the effective date of such registration
        statement (and, if such registration includes an underwritten public offering,
        a
        letter dated the date of the closing under the underwriting agreement) signed
        by
        the independent public accountants who have issued a report on the Company's
        financial statements included in such registration statement, in each case
        covering substantially the same matters with respect to such registration
        statement (and the prospectus included therein) and, in the case of such
        accountants' letter, with respect to events subsequent to the date of such
        financial statements, as are customarily covered in opinions of issuer's
        counsel
        and in accountants' letters delivered to underwriters in underwritten public
        offerings of securities. The Company shall also deliver promptly to Maxim,
        as
        representative of the Holders participating in the offering, the correspondence
        and memoranda described below and copies of all correspondence between the
        Commission and the Company, its counsel or auditors and all memoranda relating
        to discussions with the Commission or its staff with respect to the registration
        statement and permit Maxim, as representative of the Holders, to do such
        investigation, upon reasonable advance notice, with respect to information
        contained in or omitted from the registration statement as it deems reasonably
        necessary to comply with applicable securities laws or rules of the Financial
        Industry Regulatory Authority (the "FINRA"). Such investigation shall include
        access to books, records and properties and opportunities to discuss the
        business of the Company with its officers and independent auditors, all to
        such
        reasonable extent and at such reasonable times and as often as Maxim, as
        representative of the Holders, shall reasonably request. The Company shall
        not
        be required to disclose any confidential information or other records to
        Maxim,
        as representative of the Holders, or to any other person, until and unless
        such
        persons shall have entered into reasonable confidentiality agreements (in
        form
        and substance reasonably satisfactory to the Company), with the Company with
        respect thereto.

      


      5.3.4
        Underwriting Agreement. The Company shall enter into an underwriting agreement
        with the managing underwriter(s), if any, selected by any Holders whose
        Registrable Securities are being registered pursuant to this Section 5, which
        managing underwriter shall be reasonably acceptable to the Company. Such
        agreement shall be reasonably satisfactory in form and substance to the Company,
        each Holder and such managing underwriters, and shall contain such
        representations, warranties and covenants by the Company and such other terms
        as
        are customarily contained in agreements of that type used
        by
        the managing underwriter. The Holders shall be parties to any underwriting
        agreement relating to an underwritten sale of their Registrable Securities
        and
        may, at their option, require that any or all the representations, warranties
        and covenants of the Company to or for the benefit of such underwriters shall
        also be made to and for the benefit of such Holders. Such
        Holders shall not be required to make any representations or warranties to
        or
        agreements with the Company or the underwriters except as they may relate
        to
        such Holders and their intended methods of distribution. Such Holders, however,
        shall
        agree to such covenants and indemnification and contribution obligations
        for
        selling stockholders as are customarily contained in agreements of that type
        used by the managing underwriter. Further, such Holders shall execute
        appropriate custody agreements and otherwise cooperate fully in the preparation
        of the registration statement and other documents relating to any offering
        in
        which they include securities pursuant to this Section 5. Each Holder shall
        also
        furnish to the Company such information regarding itself, the Registrable
        Securities held by it, and the intended method of disposition of such securities
        as shall be reasonably required to effect the registration of the Registrable
        Securities.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      5.3.5
        Rule 144 Sale. Notwithstanding anything contained in this Section 5 to the
        contrary, the Company shall have no obligation pursuant to Sections 5.1 or
        5.2
        to use its best efforts to obtain the registration of Registrable Securities
        held by any Holder (i) where such Holder would then be entitled to sell under
        Rule 144 within any three month period (or such other period prescribed under
        Rule 144 as may be provided by amendment thereof) all of the Registrable
        Securities held by such Holder, and (ii) where the number of Registrable
        Securities held by such Holder is within the volume limitations
        under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
        within the meaning of Rule 144).

      


      5.3.6
        Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice
        from the Company of the happening of any event as a result of which the
        prospectus included in the Registration Statement, as then in effect, includes
        an untrue statement of a material fact or omits to state a material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in light of the circumstances then existing, such Holder will
        immediately discontinue disposition of Registrable Securities pursuant to
        the
        Registration Statement covering such Registrable Securities until
        such Holder's receipt of the copies of a supplemental or amended prospectus,
        and, if so desired by the Company, such Holder shall deliver to the Company
        (at
        the expense of the Company) or destroy (and deliver to the Company a certificate
        of such destruction) all copies, other than permanent file copies then in
        such
        Holder's possession, of the prospectus covering such Registrable Securities
        current at the time of receipt of such notice.

      


      6.
        Adjustments.

      


      6.1
        Adjustments to Exercise Price and Number of Securities. The Exercise Price
        and
        the number of Units underlying the Purchase Option shall be subject to
        adjustment from time to time as hereinafter set forth:

      


      6.1.1
        Stock Dividends - Split-Ups. If after the date hereof, and subject to the
        provisions of this Section 6, 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 thereof, the number of Ordinary
        Shares
        underlying each of the Units purchasable hereunder shall be increased in
        proportion to such increase in outstanding shares. In such case, the number
        of
Ordinary
        Shares,
        and the
        exercise price applicable thereto, underlying the Warrants underlying each
        of
        the Units purchasable hereunder shall be adjusted in accordance with the
        terms
        of the Warrants. For example, if the Company declares a two-for-one stock
        dividend and at the time of such dividend this Purchase Option is for the
        purchase of one Unit at $12.50 per whole Unit (the Warrant underlying the
        Unit
        is exercisable for $7.50 per share), upon effectiveness of the dividend,
        this
        Purchase Option will be adjusted to allow for the purchase of one Unit at
        $12.50
        per Unit, each Unit entitling the holder to receive two Ordinary
        Shares
        and two
        Warrants (each Warrant exercisable for $3.75 per share).

      


      6.1.2
        Aggregation of Shares. If after the date hereof, and subject to the provisions
        of Section 6.4, the number of outstanding Ordinary
        Shares
        is
        decreased by a consolidation, combination or reclassification of Ordinary
        Shares
        or other
        similar event, then, on the effective date thereof, the number of Ordinary
        Shares
        underlying each of the Units purchasable hereunder shall be decreased in
        proportion to such decrease in outstanding shares. In such case, the number
        of
Ordinary
        Shares,
        and the
        exercise price applicable thereto, underlying the Warrants underlying each
        of
        the Units purchasable hereunder shall be adjusted in accordance with the
        terms
        of the Warrants.

      


      6.1.3
        Replacement of Securities upon Reorganization, etc. In case of any
        reclassification or reorganization of the outstanding Ordinary
        Shares
        other
        than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
        the par value of such Ordinary
        Shares,
        or in
        the case of any 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 in
        the case of any sale or conveyance to another corporation or entity of the
        property of the Company in its entirety or substantially in its entirety
        in
        connection with which the Company is dissolved, the Holder of this Purchase
        Option shall have the right thereafter (until the expiration of the right of
        exercise of this Purchase Option) to receive upon the exercise hereof, for
        the
        same aggregate Exercise Price payable hereunder immediately prior to such
        event,
        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,
        by
        a Holder of the number of Ordinary
        Shares
        of the
        Company obtainable upon exercise of this Purchase Option and the underlying
        Warrants immediately prior to such event; and if any reclassification also
        results in a change in Ordinary
        Shares
        covered
        by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
        Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section
        6.1.3 shall similarly apply to successive reclassifications, reorganizations,
        mergers or consolidations, sales or other transfers.

      


      6.1.4
        Changes in Form of Purchase Option. This form of Purchase Option need not
        be
        changed because of any change pursuant to this Section, and Purchase Options
        issued after such change may state the same Exercise Price and the same number
        of Units as are stated in the Purchase Options initially issued pursuant
        to this
        Agreement. The acceptance by any Holder of the issuance of new Purchase Options
        reflecting a required or permissive change shall not be deemed to waive any
        rights to an adjustment occurring after the Commencement Date or the computation
        thereof.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      6.2
        Substitute Purchase Option. In case of any consolidation of the Company with,
        or
        merger of the Company with, or merger of the Company into, another corporation
        (other than a consolidation or merger which does not result in any
        reclassification or change of the outstanding Ordinary
        Shares),
        the
        corporation formed by such consolidation or merger shall execute and deliver
        to
        the Holder a supplemental Purchase Option providing that the holder of each
        Purchase Option then outstanding or to be outstanding shall have the right
        thereafter (until the stated expiration of such Purchase Option) to receive,
        upon exercise of such Purchase Option, the kind and amount of shares of stock
        and other securities and property receivable upon such consolidation or merger,
        by a holder of the number of Ordinary
        Shares
        of the
        Company for which such Purchase Option might have been exercised immediately
        prior to such consolidation, merger, sale or transfer. Such supplemental
        Purchase Option shall provide for adjustments which shall be identical to
        the
        adjustments provided in

      Section
        6. The above provision of this Section shall similarly apply to successive
        consolidations or mergers.

      


      6.3
        Elimination of Fractional Interests. The Company shall not be required to
        issue
        certificates representing fractions of Ordinary
        Shares
        or
        Warrants upon the exercise of the Purchase Option, nor shall it be required
        to
        issue scrip or pay cash in lieu of any fractional interests, it being the
        intent
        of the parties that all fractional interests shall be eliminated
        by rounding any fraction up or down to the nearest whole number of Warrants,
        Ordinary
        Shares
        or other
        securities, properties or rights.

      


      7.
        Reservation and Listing. The Company shall at all times reserve and keep
        available out of its authorized Ordinary
        Shares,
        solely
        for the purpose of issuance upon exercise of the Purchase Options or the
        Warrants underlying the Purchase Option, such number of Ordinary
        Shares
        or other
        securities, properties or rights as shall be issuable upon the exercise thereof.
        The Company covenants and agrees that, upon exercise of the Purchase Options
        and
        payment of the Exercise Price therefor, all Ordinary
        Shares
        and
        other securities issuable upon such exercise shall be duly and validly issued,
        fully paid and non-assessable and not subject to preemptive rights of any
        stockholder. The Company further covenants and agrees that upon exercise
        of the
        Warrants underlying the Purchase Options and payment of the respective Warrant
        exercise price therefor, all Ordinary
        Shares
        and
        other securities issuable upon such exercise shall be duly and validly issued,
        fully paid and non-assessable and not subject to preemptive rights of any
        stockholder. As long as the Purchase Options shall be outstanding, the Company
        shall use its best efforts to cause all (i) Units and Ordinary
        Shares
        issuable
        upon exercise of the Purchase Options, (ii) Warrants issuable upon exercise
        of
        the Purchase Options and (iii)Ordinary
        Shares
        issuable
        upon exercise of the Warrants included in the Units issuable upon exercise
        of
        the Purchase Option to be listed (subject to official notice of issuance)
        on all
        securities exchanges (or, if applicable on the Nasdaq Global Select Market,
        Nasdaq Global Market, Nasdaq Capital Market, OTC Bulletin Board or any successor
        trading market) on which the Units, the Ordinary
        Shares
        or the
        Warrants may then be listed and/or quoted.

      


      8.
        Certain Notice Requirements.

      


      8.1
        Holder's Right to Receive Notice. Nothing herein shall be construed as
        conferring upon the Holders the right to vote or consent as a stockholder
        for
        the election of directors or any other matter, or as having any rights
        whatsoever as a stockholder of the Company. If, however, at any time prior
        to
        the expiration of the Purchase Options and their exercise, any of the events
        described in Section 8.2 shall occur, then, in one or more of said events,
        the
        Company shall give written notice of such event at least fifteen days prior
        to
        the date fixed as a record date or the date of closing the transfer books
        for
        the determination of the stockholders entitled to such dividend, distribution,
        conversion or exchange of securities or subscription rights,
        or entitled to vote on such proposed dissolution, liquidation, winding up
        or
        sale. Such notice shall specify such record date or the date of the closing
        of
        the transfer books, as the case may be. Notwithstanding the foregoing, the
        Company shall deliver to each Holder a copy of each notice given to the other
        stockholders of the Company at the same time and in the same manner that
        such
        notice is given to the stockholders.

      


      8.2
        Events Requiring Notice. The Company shall be required to give the notice
        described in this Section 8 upon one or more of the following events: (i)
        if the
        Company shall take a record of the holders of its Ordinary
        Shares
        for the
        purpose of entitling them to receive a dividend or distribution, or (ii)
        the
        Company shall offer to all the holders of its Ordinary
        Shares
        any
        additional shares of capital stock of the Company or securities convertible
        into
        or exchangeable for shares of capital stock of the Company, or any option,
        right
        or warrant to subscribe therefor, or (iii) a dissolution, liquidation or
        winding
        up of the Company (other than in connection with a consolidation or merger)
        or a
        sale of all or substantially all of its property, assets and business or
        a
        merger of the Company wherein the separate existence of the Company shall
        cease
        shall be proposed.

      


      8.3
        Notice of Change in Exercise Price. The Company shall, promptly after an
        event
        requiring a change in the Exercise Price pursuant to Section 6 hereof, send
        notice to the Holders of such event and change (a "Price Notice"). The Price
        Notice shall describe the event causing the change and the method of calculating
        same and shall be certified as being true and accurate by the Company's
        President and Chief Financial Officer.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      8.4
        Transmittal of Notices. All notices, requests, consents and other communications
        under this Purchase Option shall be in writing and shall be deemed to have
        been
        duly made when hand delivered, mailed by express mail or private courier
        service, or sent by facsimile transmission, with confirmation of receipt:
        (i) If
        to the registered Holder of the Purchase Option, to the address and/or fax
        number of such Holder as shown on the books of the Company, or (ii) if to
        the
        Company, to the following address or fax number or to such other address
        or and
        fax number as the Company may designate by notice to

      the
        Holders:

      


      Asia
        Special Situation Acquisition Corp.

      P.O.
        Box
        309GT, Ugland House

      South
        Church Street

      George
        Town, Grand Cayman

      Cayman
        Islands

      


      Attn:
        

      


      Fax
        No.:
        ________________

      


      


      9.
        Miscellaneous.

      


      9.1
        Amendments. The Company and Maxim may from time to time supplement or amend
        this
        Purchase Option without the approval of any of the Holders in order to cure
        any
        ambiguity, to correct or supplement any provision contained herein that may
        be
        defective or inconsistent with any other provisions herein, or to make any
        other
        provisions in regard to matters or questions arising hereunder that the Company
        and Maxim may deem necessary or desirable and that the Company and Maxim
        deem
        shall not adversely affect the interest of the Holders. All other modifications
        or amendments shall require the written consent of and be signed by the party
        against whom enforcement of the modification or amendment is
        sought.

      


      9.2
        Headings. The headings contained herein are for the sole purpose of convenience
        of reference, and shall not in any way limit or affect the meaning or
        interpretation of any of the terms or provisions of this Purchase
        Option.

      


      10.
        Entire Agreement. This Purchase Option (together with the other agreements
        and
        documents being delivered pursuant to or in connection with this Purchase
        Option) constitutes the entire agreement of the parties hereto with respect
        to
        the subject matter hereof, and supersedes all prior agreements and
        understandings of the parties, oral and written, with respect to the subject
        matter hereof.

      


      10.1
        Binding Effect. This Purchase Option shall inure solely to the benefit of
        and
        shall be binding upon, the Holder and the Company and their permitted assignees,
        respective successors, legal representative and assigns, and no other person
        shall have or be construed to have any legal or equitable right, remedy or
        claim
        under or in respect of or by virtue of this Purchase Option or any provisions
        herein contained.

      


      10.2
        Governing Law; Submission to Jurisdiction. This Purchase Option shall be
        governed by and construed and enforced in accordance with the laws of the
        State
        of New York, without giving effect to conflict of laws. Each of the Company
        and
        Maxim agree that any action, proceeding or claim against it arising out of,
        or
        relating in any way to this Purchase Option shall be brought and enforced
        in the
        courts of the State of New York located in New York County or of the United
        States of America for the Southern District of New York, and irrevocably
        submits
        to such jurisdiction, which jurisdiction shall be exclusive. Each of the
        Company
        and Maxim hereby waives any objection to such exclusive jurisdiction and
        that
        such courts represent an inconvenient forum. Any 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 8 hereof. Such mailing shall be deemed personal
        service and shall be legal and binding upon the Company in any action,
        proceeding or claim. The Company and the Holder agree that the prevailing
        party(ies) in any such action shall be entitled to recover from the other
        party(ies) all of its reasonable attorneys' fees and expenses relating to
        such
        action or proceeding and/or incurred in connection with the preparation
        therefor.

      


      10.3
        Waiver, Etc. The failure of the Company or the Holder to at any time enforce
        any
        of the provisions of this Purchase Option shall not be deemed or construed
        to be
        a waiver of any such provision, nor to in any way affect the validity of
        this
        Purchase Option or any provision hereof or the right of the Company or any
        Holder to thereafter enforce each and every provision of this Purchase Option.
        No waiver of any breach, non-compliance or non-fulfillment of any of the
        provisions of this Purchase Option shall be effective unless set forth in
        a
        written instrument executed by the party or parties against whom or which
        enforcement of such waiver is sought; and no waiver of any such breach,
        non-compliance or non-fulfillment shall be construed or deemed to be a waiver
        of
        any other or subsequent breach, non-compliance or
        non-fulfillment.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      10.4
        Execution in Counterparts. This Purchase Option may be executed in one or
        more
        counterparts, and by the different parties hereto in separate counterparts,
        each
        of which shall be deemed to be an original, but all of which taken together
        shall constitute one and the same agreement, and shall become effective when
        one
        or more counterparts has been signed by each of the parties hereto and delivered
        to each of the other parties hereto.

      


      10.5
        Exchange Agreement. As a condition of the Holder's receipt and acceptance
        of
        this Purchase Option, Holder agrees that, at any time prior to the complete
        exercise of this Purchase Option by Holder, if the Company and Maxim enter
        into
        an agreement (an "Exchange Agreement") pursuant to which they agree that
        all
        outstanding Purchase Options will be exchanged for securities or cash or
        a
        combination of both, then Holder shall agree to such exchange and become
        a party
        to the Exchange Agreement.

      


      [Remainder
        of Page Intentionally Left Blank]

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
        by its
        duly authorized officer as of the ___ day of __________, 2007.

       

      
        	 	 	 
	 	ASIA
                SPECIAL
                SITUATION ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:

	 	Title:
                


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Form
        to
        be used to exercise Purchase Option

      


      Asia
        Special Situation Acquisition Corp.

      


      Date:_________________,
        200__

      


      The
        undersigned hereby elects irrevocably to exercise all or a portion of the
        within
        Purchase Option and to purchase ____ Units of Asia Special Situation Acquisition
        Corp. and hereby makes payment of $____________ (at the rate of $_________
        per
        Unit) in payment of the Exercise Price pursuant thereto. Please issue the
        Ordinary
        Shares
        and
        Warrants as to which this Purchase Option is exercised in accordance with
        the
        instructions given below.

      


      or

      


      The
        undersigned hereby elects irrevocably to convert its right to purchase _________
        Units purchasable under the within Purchase Option by surrender of the
        unexercised portion of the attached Purchase Option (with a "Value" based
        of
        $_______ based on a "Market Price" of $_______). Please issue the securities
        comprising the Units as to which this Purchase Option is exercised in accordance
        with the instructions given below.

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	        
                
	 	 	
                Signature

              
	 	 	 
	 	 	         
                
	 	
                Signature
                  Guaranteed

              
	 	 


      

       

      INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES

      


      


      Name_____________________________________________________________

      (Print
        in
        Block Letters)

      


      Address__________________________________________________________

      


      


      NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE
        OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT
        OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN
        A
        SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A
REGISTERED
        NATIONAL SECURITIES EXCHANGE.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Form
        to
        be used to assign Purchase Option

      


      


      ASSIGNMENT

      


      


      (To
        be
        executed by the registered Holder to effect a transfer of the within Purchase
        Option):

      


      FOR
        VALUE
        RECEIVED,___________________________________________ does hereby sell, assign
        and transfer unto______________________________________ the right to purchase
        __________ Units of Asia Special Situation Acquisition Corp. (the "Company")
        evidenced by the within Purchase Option and does hereby authorize the Company
        to
        transfer such right on the books of the Company.

      


      Dated:___________________,
        2007

      
        
          	 	 	 
	 	 
	 
 	 
 	 
 
	 	  	        
                  
	 	 	
                  Signature

                
	 	 	 
	 	 	         
                  
	 	
                  Signature
                    Guaranteed

                
	 	 


        

      

       

      NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE
        OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT
        OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN
        A
        SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A
REGISTERED
        NATIONAL SECURITIES EXCHANGE.