Unassociated Document


     

    
      FORM
        OF SUBSCRIPTION AGREEMENT

      


       

      This
        SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __day of ____2007 for the
        benefit of Asia Special Situation Acquisition Corp., a Cayman Islands
        corporation (the “Company”), having its principal place of business at P.O. Box
        309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
        Islands, by the persons or entities listed on the signature page hereto under
        the heading “Subscriber” (each a “Subscriber” and collectively, the
“Subscribers”).

      


      WHEREAS,
        the Company desires to sell on a private placement basis (the “Offering”) an
        aggregate of 5,725,000 warrants (the “Warrants”) of the Company for a purchase
        price of $1.00 per Warrant. Each Warrant is exercisable to purchase one Ordinary
        Share at an exercise price of $7.50 per share
        (the
“Warrant Exercise Price”) during
        the period commencing on the later of: (i) one year from the date of the
        prospectus relating to the Company’s IPO (as defined below), or (ii) the
        completion of a Business Combination (as defined below), and expiring on
        the
        fourth anniversary of the date of the prospectus relating to the Company’s IPO
        (as defined below).

      


      WHEREAS,
        each Subscriber wishes to purchase the number of Warrants set forth opposite
        his
        name on Schedule A attached hereto, and the Company wishes to accept such
        subscriptions. 

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants hereinafter
        set forth and other good and valuable consideration, the receipt and sufficiency
        of which is hereby acknowledged, the Company and each Subscriber, severally
        and
        not jointly, hereby agree as follows:

      


      1.
        Agreement
        to Subscribe.

      


      1.1. Purchase
        and Issuance of the Warrants.
        Upon
        the terms and subject to the conditions of this Agreement, the Subscribers
        hereby agree to purchase from the Company, and the Company hereby agrees
        to sell
        to the Subscriber, on the Closing Date (as defined below), the number of
        Warrants indicated on Schedule A hereto by the caption, “Number of Warrants
        Being Purchased.” The aggregate purchase price for such Subscribers’ Warrants
        (the “Purchase Price”) is indicated on Schedule A hereto by the caption,
“Aggregate Purchase Price Paid.”

      


      1.2. Delivery
        of the Purchase Price.
        Upon
        execution of this Agreement, each of the undersigned is hereby bound to fulfill
        his obligations hereunder and hereby irrevocably commits to deliver into
        a trust
        account at Merrill Lynch, maintained by American Stock Transfer & Trust
        Company, acting as Trustee, on the date of Closing (as hereinafter defined),
        the
        Purchase Price in immediately available funds by certified bank check, wire
        transfer or such other form of payment as shall be acceptable to the Trustee,
        in
        its sole and absolute discretion, at the Closing.

      


      1.3. Closing.
        The
        closing (the “Closing”) of the Offering shall take place at the offices of the
        Company at least one (1) business day prior to the effective date of the
        registration statement pursuant to which the Company proposes to register
        its
        initial public offering (the “IPO”) of 10,000,000 units consisting of Ordinary
        Shares and Warrants (the “Closing Date”).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.
        Representations
        and Warranties of the Subscriber.

      


      Each
        Subscriber, severally and not jointly, represents and warrants to the Company
        that:

      


      2.1. No
        Government Recommendation or Approval.
        The
        Subscriber understands that no United States federal or state agency has
        passed
        upon or made any recommendation or endorsement of the Company or the Offering
        of
        the Warrants or the Ordinary Shares underlying the Warrants (the “Warrant
        Shares” and, collectively with the Warrants, the “Securities”).

      


      2.2. Regulation
        S Offering.
        The
        Subscriber represents that it is (i) not a U.S. Person as that term is defined
        in Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities
        Act of 1933, as amended (the “Securities Act”), (ii) a resident of ____ and
        (iii) if an entity, not formed for the purpose of investing in securities
        not
        registered under the Securities Act. 

      


      2.3. Intent.
        The
        Subscriber is purchasing the Warrants solely for investment purposes, for
        the
        Subscriber’s own account and not for the account or benefit of any U.S. Person,
        and not with a view towards the distribution thereof and the Subscriber has
        no
        present arrangement to sell the securities to or through any person or entity.
        

      


      2.4. Restrictions
        on Transfer.
        The
        Subscriber understands the Warrants are being offered in a transaction not
        involving a public offering in the United States within the meaning of the
        Securities Act. The Securities have not been registered under the Securities
        Act, and, if in the future the Subscriber decides to offer, resell, pledge
        or
        otherwise transfer the Securities, such Securities may be offered, resold,
        pledged or otherwise transferred only (A) pursuant to an effective registration
        statement filed under the Securities Act, (B) to a non-U.S. person in an
        offshore transaction in accordance with Rule 903 or Rule 904 of Regulation
        S of
        the Securities Act, (C) pursuant to the resale limitations set forth in Rule
        905
        of Regulation S, (D) pursuant to an exemption from registration under the
        Securities Act provided by Rule 144 thereunder (if available) or (E) pursuant
        to
        any other exemption from the registration requirements of the Securities
        Act,
        and in each case in accordance with any applicable securities laws of any
        state
        of the United States or any other jurisdiction. The Subscriber acknowledges,
        agrees and covenants that it will not engage in hedging transactions with
        regard
        to the Securities prior to the expiration of the distribution compliance
        period
        specified in Rule 903 of Regulation S promulgated under the Securities Act,
        unless in compliance with the Securities Act. The Subscriber agrees that
        if any
        transfer of its Securities or any interest therein is proposed to be made,
        as a
        condition precedent to any such transfer, the Subscriber may be required
        to
        deliver to the Company an opinion of counsel satisfactory to the Company.
        Absent
        registration or another exemption from registration, the Subscriber agrees
        that
        it will not resell the securities constituting the Subscriber’s Warrants to U.S.
        Persons or within the United States.

      


      2.5. Sophisticated
        Investor.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (i)
        The
        Subscriber is sophisticated in financial matters and is able to evaluate
        the
        risks and benefits of the investment in the Securities.

      


      (ii)
        The
        Subscriber is able to bear the economic risk of his investment in the Securities
        for an indefinite period of time because none of the Securities have been
        registered under the Securities Act and therefore cannot be sold unless
        subsequently registered under the Securities Act or an exemption from such
        registration is available. Notwithstanding the foregoing, the Subscriber
        further
        understands and acknowledges that the Securities and Exchange Commission
        (the
“SEC”) has taken the position that the Subscriber is considered a promoter under
        the Securities Act and that promoters or affiliates of a blank check company
        and
        their transferees, both before and after a Business Combination, would act
        as an
“underwriter” under the Securities Act when reselling the securities of that
        blank check company. Accordingly, Rule 144 promulgated under the Securities
        Act
        would not be available for the resale of the Securities despite technical
        compliance with the requirements of Rule 144, in which event the resale
        transactions would need to be made through a registered offering.

      


      2.6.
        Independent
        Investigation.
        The
        Subscriber, in making the decision to purchase the Warrants, has relied upon
        an
        independent investigation of the Company and has not relied upon any information
        or representations made by any third parties or upon any oral or written
        representations or assurances from the Company, its officers, directors or
        employees or any other representatives or agents of the Company, other than
        as
        set forth in this Agreement. The Subscriber is familiar with the business,
        operations and financial condition of the Company and has had an opportunity
        to
        ask questions of, and receive answers from, the Company’s officers and directors
        concerning the Company and the terms and conditions of the offering of the
        Warrants and has had full access to such other information concerning the
        Company as the Subscriber has requested.

      


      2.7. Authority.
        This
        Agreement has been validly authorized, executed and delivered by the Subscriber
        and is a valid and binding agreement enforceable in accordance with its terms,
        subject to the general principles of equity and to bankruptcy or other laws
        affecting the enforcement of creditors’ rights generally. The execution,
        delivery and performance of this Agreement by the Subscriber does not and
        will
        not conflict with, violate or cause a breach of any agreement, contract or
        instrument to which the Subscriber is a party.

      


      2.8. No
        Legal Advice from Company.
        The
        Subscriber acknowledges that he has had the opportunity to review this Agreement
        and the transactions contemplated by this Agreement and the other agreements
        entered into between the parties hereto with the Subscriber’s own legal counsel
        and investment and tax advisors. Except for any statements or representations
        of
        the Company made in this Agreement and the other agreements entered into
        between
        the parties hereto, the Subscriber is relying solely on such counsel and
        advisors and not on any statements or representations by the Company or any
        of
        its representatives or agents for legal, tax or investment advice with respect
        to this investment, the transactions contemplated by this Agreement or the
        securities laws of any jurisdiction.

       

      2.9.
        Reliance
        on Representations and Warranties.
        The
        Subscriber understands that the Warrants are being offered and sold to the
        Subscriber in reliance on exemptions from the registration requirements under
        the Securities Act, and analogous provisions in the laws and regulations
        of
        various states, and that the Company is relying upon the truth and accuracy
        of
        the representations, warranties, agreements, acknowledgments and understandings
        of the Subscriber set forth in this Agreement in order to determine the
        applicability of such provisions. 

       

      
        
           

        

        
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      2.10. No
        Advertisements.
        The
        undersigned is not subscribing for the Warrants as a result of, or subsequent
        to, any advertisement, article, notice or other communication published in
        any
        newspaper, magazine, or similar media or broadcast over television or radio,
        or
        presented at any seminar or meeting.

      


      2.11. Legend.
        The
        Subscriber acknowledges and agrees that the certificates evidencing the Warrants
        and the Warrant Shares shall bear a restrictive legend (the “Legend”), in form
        and substance as set forth in Section 4 hereof, prohibiting the offer, sale,
        pledge or transfer of the securities, except (i) in accordance with the
        provisions of Regulation S promulgated under the Securities Act, (ii) pursuant
        to an effective registration statement covering these securities under the
        Securities Act or (iii) pursuant to any other exemptions from the registration
        requirements under the Securities Act and such laws which, in the opinion
        of
        counsel for this Company, is available.

       

      3.
         Representations
        and Warranties of the Company.

      


      The
        Company represents and warrants to each Subscriber that:

      


      3.1.
         Valid
        Issuance of Capital Stock.
        The
        total number of shares of all classes of capital stock which the Company
        has
        authority to issue is 50,000,000 Ordinary Shares and 1,000,000 shares of
        Preferred Stock. As of the date hereof, the Company has 2,500,000 Ordinary
        Shares and zero (0) shares of Preferred Stock issued and outstanding. All
        of the
        issued shares of capital stock of the Company have been duly authorized,
        validly
        issued, and are fully paid and non-assessable.

      


      3.2.
         Organization
        and Qualification.
        The
        Company is a corporation duly incorporated and existing in good standing
        under
        the laws of the Cayman Islands and has the requisite corporate power to own
        its
        properties and assets and to carry on its business as now being
        conducted.

      


      3.3.
         Authorization;
        Enforcement.
        (i) The
        Company has the requisite corporate power and authority to enter into and
        perform its obligations under this Agreement and to issue the Warrants and
        the
        underlying securities in accordance with the terms hereof, (ii) the execution,
        delivery and performance of this Agreement by the Company and the consummation
        by it of the transactions contemplated hereby have been duly authorized by
        all
        necessary corporate action, and no further consent or authorization of the
        Company or its Board of Directors or stockholders is required, and (iii)
        this
        Agreement constitutes valid and binding obligations of the Company enforceable
        against the Company in accordance with its terms, except as such enforceability
        may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
        moratorium, reorganization, or similar laws relating to, or affecting generally
        the enforcement of, creditors’ rights and remedies or by equitable principles of
        general application and except as enforcement of rights to indemnity and
        contribution may be limited by federal and state securities laws or principles
        of public policy.

        

      
        
           

        

        
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      3.4.
        No
        Conflicts.
        The
        execution, delivery and performance of this Agreement and the consummation
        by
        the Company of the transactions contemplated herein do not (i) result in
        a
        violation of the Company’s Certificate of Incorporation or Bylaws or (ii)
        conflict with, or constitute a default under any agreement, indenture or
        instrument to which the Company is a party. Other than any SEC or state
        securities filings which may be required to be made by the Company subsequent
        to
        the Closing, and any registration statement which may be filed pursuant thereto,
        the Company is not required under federal, state or local law, rule or
        regulation to obtain any consent, authorization or order of, or make any
        filing
        or registration with, any court or governmental agency or self-regulatory
        entity
        in order for it to perform any of its obligations under this Agreement or
        issue
        the Ordinary Shares in accordance with the terms hereof.

      


      4. Legends;
        Denominations.

      


      4.1.
         Legend.
        The
        Company will issue the Warrants, and, when issued, the Warrant Shares, purchased
        by the Subscribers will be in the name of each Subscriber and in such
        denominations to be specified by each Subscriber prior to the Closing. The
        Warrants and Warrant Shares will bear the following Legend and appropriate
“stop
        transfer” instructions:

      


      “THE
        SECURITIES REPRESENTED
        BY THIS CERTIFICATE HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
        THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
        OF
        EXCEPT (A) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED
        UNDER
        THE SECURITIES ACT, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING
        THESE SECURITIES UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER
        EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND SUCH
        LAWS
        WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE. HEDGING
        TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
        NOT BE
        CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

        

      4.2.
         Subscriber’s
        Compliance.
        Nothing
        in this Section 4 shall in any way affect the Subscribers’ obligations and
        agreements to comply with all applicable securities laws upon resale of the
        Securities.

      


      4.3.
         Company’s
        Refusal to Register Transfer of the Securities.
        The
        Company shall refuse to register any transfer of the Warrants or the Warrant
        Shares if, in the sole judgment of the Company, such purported transfer would
        not be made (i) pursuant to an effective registration statement filed under
        the
        Securities Act, or (ii) pursuant to an available exemption from the registration
        requirements of the Securities Act.

      


      5. Escrow.
        Upon
        consummation of the IPO, the holders of the Warrants shall enter into a
        securities escrow agreement with American Stock Transfer & Trust Company,
        whereby the Warrants shall be held in escrow until the earlier of (i) one
        year
        after the consummation of a Business Combination (as defined below) or (ii)
        liquidation of the Company. As used herein, a “Business Combination” shall mean
        a capital stock exchange, asset acquisition, stock purchase or other similar
        transaction with one or more target businesses that are located
        in
        or providing products or services to customers located in Asia.

       

      
        
           

        

        
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      6. Lock-Up.
        The
        Subscribers, and their designees, shall not sell, assign, hypothecate or
        transfer any of the Securities until the consummation of a Business Combination
        except (i) by gift to a member of Subscriber’s immediate family or to a trust or
        other entity, the beneficiary of which is Subscriber or a member of Subscriber’s
        immediate family, (ii) by virtue of the laws of descent and distribution
        upon
        death of any Subscriber, or (iii) pursuant to a qualified domestic relations
        order; provided however, that no such sale, assignment, hypothecation or
        transfer may be effected unless, in each case, it is made in accordance with
        transfer restrictions set forth in Regulation S and the Securities Act.


      


      7.
         Waiver
        of Liquidation Distributions.
        In
        connection with the Securities purchased pursuant to this Agreement or prior
        to
        the private placement, the Subscribers hereby waive any and all right, title,
        interest or claim of any kind in or to any liquidating distributions by the
        Company if a liquidation of the Company upon the Company’s failure to timely
        complete a Business Combination. For purposes of clarity, if a Subscriber
        purchases Ordinary Shares in the IPO or in the aftermarket, any additional
        shares so purchased shall be eligible to receive any liquidating distributions
        by the Company. In no event will a Subscriber have the right to exercise
        any
        Warrants prior to the later of: (i) one year from the date of the prospectus
        relating to the Company’s IPO, and (ii) the consummation of a Business
        Combination. 

      


      8.
         Forfeiture
        of Warrants.

       

      8.1. Failure
        to Consummate a Business Combination.
        The
        Warrants shall be forfeited to the Company if the Company does not consummate
        a
        Business Combination within 18 months after consummation of the IPO, or within
        24 months from the consummation of the IPO if a letter of intent, agreement
        in
        principle or definitive agreement has been executed within 18 months after
        consummation of the IPO and the Business Combination has not yet been
        consummated within such 18 month time period.

      


      8.2. Termination
        of Rights as holder; Escrow.
        If the
        Warrants are forfeited in accordance with this Section 8, then after such
        time,
        the Subscribers (or successor-in-interest thereto), shall no longer have
        any
        rights as a holder of such Warrants, and the Company shall take such action
        as
        is appropriate to cancel such Warrants. To effectuate the foregoing, all
        certificates representing the Warrants shall be held in escrow as provided
        in
        Section 5 hereof. In addition, the Subscribers hereby irrevocably grant the
        Company a limited power of attorney for the purpose of effectuating the
        foregoing.

      


      9. Rescission
        Right Waiver and Indemnification.
        

       

      
        
           

        

        
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      9.1.
         Each
        of
        the Subscribers understands and acknowledges that an exemption from the
        registration requirements of the Securities Act requires that there be no
        general solicitation of purchasers of the Warrants. In this regard, if the
        IPO
        were deemed to be a general solicitation with respect to the Warrants, the
        offer
        and sale of such Warrants may not be exempt from registration and, if not,
        the
        Subscribers may have a right to rescind their purchases of the Warrants.
        In
        order to facilitate the completion of the Offering and to protect the Company,
        its stockholders and the trust account from claims that may adversely affect
        the
        Company or the interests of its stockholders, each of the Subscribers hereby
        agrees to waive, to the maximum extent permitted by applicable law, any claims,
        right to sue or rights in law or arbitration, as the case may be, to seek
        rescission of his or its purchase of the Warrants. Each of the Subscribers
        acknowledges and agrees that this waiver is being made in order to induce
        the
        Company to sell the Warrants to the Subscribers. Each Subscriber agrees that
        the
        foregoing waiver of rescission rights shall apply to any and all known or
        unknown actions, causes of action, suits, claims, or proceedings (collectively,
        “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
        whether compensatory, consequential or exemplary, and expenses in connection
        therewith, including reasonable attorneys’ and expert witness fees and
        disbursements and all other expenses reasonably incurred in investigating,
        preparing or defending against any Claims, whether pending or threatened,
        in
        connection with any present or future actual or asserted right to rescind
        the
        purchase of the Warrants hereunder or relating to the purchase of the Warrants
        and the transactions contemplated hereby. 

       

      9.2. Each
        Subscriber agrees not to seek recourse against the trust account for any
        reason
        whatsoever in connection with his purchase of the Warrants or any Claim that
        may
        arise now or in the future. 

       

      9.3. Each
        Subscriber acknowledges and agrees that the stockholders of the Company and
        Maxim Group LLC are and shall be third-party beneficiaries of the foregoing
        provisions of this Agreement. 

       

      9.4.
         Each
        Subscriber agrees that to the extent any waiver of rights under this Section
        9
        is ineffective as a matter of law, each Subscriber has offered such waiver
        for
        the benefit of the Company as an equitable right that shall survive any
        statutory disqualification or bar that applies to a legal right. Each Subscriber
        acknowledges the receipt and sufficiency of consideration received from the
        Company hereunder in this regard.

      


      10. Terms
        of the Warrant. The
        Warrants are similar to the warrants included in the units offered in the
        IPO,
        except that: (i) they are not being registered in the Registration Statement;
        (ii) they are not transferable until the consummation of a Business Combination;
        and (iii) they are not redeemable so long as they are held by the initial
        holder
        thereof (or any of their permitted transferees); and (iv) they may be exercised
        on a “cashless” basis so long as they are held by the initial holder thereof (or
        any of their permitted transferees). The Warrant Shares will be granted certain
        registration rights. In no event will the Company be required to net cash
        settle
        the Warrant exercise.

      


      11. Voting
        of Shares.
        Each
        Subscriber agrees to vote the Ordinary Shares owned by him immediately before
        this private placement in accordance with the majority of the Ordinary Shares
        voted by the public stockholders. Each Subscriber further agrees to vote
        the
        Ordinary Shares acquired in the IPO or the aftermarket in favor of a Business
        Combination that the Company negotiates and presents for approval to the
        Company’s stockholders.

       

      
        
           

        

        
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      12.
         Governing
        Law; Jurisdiction;
        Waiver
        of Jury Trial.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        Cayman Islands for agreements made and to be wholly performed within such
        country. The parties hereto hereby waive any right to a jury trial in connection
        with any litigation pursuant to this Agreement and the transactions contemplated
        hereby.

      


      13. Assignment;
        Entire Agreement; Amendment.

      


      13.1. Assignment.
        Neither
        this Agreement nor any rights hereunder may be assigned by any party to any
        other person other than by a Subscriber to a person agreeing to be bound
        by the
        terms hereof.

      


      13.2. Entire
        Agreement.
        This
        Agreement sets forth the entire agreement and understanding between the parties
        as to the subject matter hereof and merges and supersedes all prior discussions,
        agreements and understandings of any and every nature among them.

       

      13.3. Amendment.
        Except
        as expressly provided in this Agreement, neither this Agreement nor any term
        hereof may be amended, waived, discharged or terminated other than by a written
        instrument signed by the party against whom enforcement of any such amendment,
        waiver, discharge, or termination is sought.

      


      13.4.
        Binding
        upon Successors.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and to each of their respective heirs, legal representatives, successors
        and
        permitted assigns.

      


      14.
        Notices;
        Indemnity.

      


      14.1
        Notices.
        Unless
        otherwise provided herein, any notice or other communication to a party
        hereunder shall be sufficiently given if in writing and personally delivered
        or
        sent by facsimile or other electronic transmission with copy sent in another
        manner herein provided or sent by courier (which for all purposes of this
        Agreement shall include Federal Express or other recognized overnight courier)
        or mailed to said party by certified mail, return receipt requested, at its
        address provided for herein or such other address as either may designate
        for
        itself in such notice to the other. Communications shall be deemed to have
        been
        received when delivered personally, on the scheduled arrival date when sent
        by
        next day or 2-day courier service, or if sent by facsimile upon receipt of
        confirmation of transmittal or, if sent by mail, then three days after deposit
        in the mail. If given by electronic transmission, such notice shall be deemed
        to
        be delivered (a) if by electronic mail, when directed to an electronic mail
        address at which the stockholder has consented to receive notice; (b) if
        by a
        posting on an electronic network together with separate notice to the
        stockholder of such specific posting, upon the later of (1) such posting
        and (2)
        the giving of such separate notice; and (c) if by any other form of electronic
        transmission, when directed to the stockholder.

       

      
        
           

        

        
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      14.2
        Indemnification.
        Each
        party shall indemnify the other against any loss, cost or damages (including
        reasonable attorney’s fees and expenses) incurred as a result of such party’s
        breach of any representation, warranty, covenant or agreement in this
        Agreement.

      


      15.
        Counterparts. This
        Agreement may be executed in one or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission or by e-mail delivery of a “.pdf” format data file, such signature
        shall create a valid and binding obligation of the party executing (or on
        whose
        behalf such signature is executed) with the same force and effect as if such
        facsimile or “.pdf” signature page were an original thereof.

      


      16.
        Survival;
        Severability.

      


      16.1. Survival.
        The
        representations, warranties, covenants and agreements of the parties hereto
        shall survive the Closing.

      


      16.2. Severability.
        In the
        event that any provision of this Agreement becomes or is declared by a court
        of
        competent jurisdiction to be illegal, unenforceable or void, this Agreement
        shall continue in full force and effect without said provision; provided
        that no
        such severability shall be effective if it materially changes the economic
        benefit of this Agreement to any party.

      


      17. Headings.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      
        
           

        

        
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      This
        subscription is accepted by the Company on the ___ day of_______,
        2007.

      


      


      
        	 	
                ASIA
                  SPECIAL SITUATION ACQUISITION CORP.

                


                


                By: ______________________________________    

                


                


                SUBSCRIBERS

                 

                _________________________________________

                 

                
                  _________________________________________

                   

                  
                    _________________________________________

                     

                    
                      _________________________________________

                    

                  

                

              


      

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


      SCHEDULE
        A

      


      
        	
                Name
                  of Subscriber

              	
                Number
                  of Warrants Purchased

              	
                Total
                  Purchase Price Paid