Unassociated Document


    July
      __,
      2007

     

    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309GT, Ugland House 

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd
      Floor

    New
      York,
      New York 10174

    


    
      	
               

            	
              Re:  
                

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned shareholder of Asia Special Situation Acquisition Corp. (“Company”),
      in consideration of Maxim Group LLC (“Maxim”) entering into a letter of intent
      (“Letter of Intent”) to underwrite an initial public offering of the securities
      of the Company (“IPO”) and embarking on the IPO process, hereby agrees as
      follows (certain capitalized terms used herein are defined in paragraph 11
      hereof):

    


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

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, or 24 months from the Effective Date provided a definitive
      agreement or letter of intent has been executed by the Company and a target
      business prior to the expiration of the 18 month period referred to herein,
      the
      undersigned will (i) cause the Trust Account to be liquidated and distributed
      to
      the holders of IPO Shares and (ii) take all reasonable actions within its power
      to cause the Company to liquidate as soon as reasonably practicable. The
      undersigned hereby waives any and all right, title, interest or claim of any
      kind in or to any distribution of the Trust Account and any remaining net assets
      of the Company as a result of such liquidation with respect to its Insider
      Shares (“Claim”) and hereby waives any Claim the undersigned may have in the
      future as a result of, or arising out of, any contracts or agreements with
      the
      Company and will not seek recourse against the Trust Account for any reason
      whatsoever. In the event of the liquidation of the Trust Fund, the undersigned
      agrees to indemnify and hold harmless the Company against any and all loss,
      liability, claims, damage and expense whatsoever (including, but not limited
      to,
      any and all legal or other expenses reasonably incurred in investigating,
      preparing or defending against any litigation, whether pending or threatened,
      or
      any claim whatsoever) which the Company may become subject as a result of any
      claim by any vendor or other person who is owed money by the Company for
      services rendered or products sold or contracted for, or by any target business,
      but only to the extent necessary to ensure that such loss, liability, claim,
      damage or expense does not reduce the amount in the Trust Account.

    


    3. In
      order
      to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders.

     

    5. Neither
      the undersigned, any member of the family of the undersigned, nor any affiliate
      (“Affiliate”) of the undersigned will be entitled to receive and will not accept
      any compensation for services rendered to the Company prior to or in connection
      with the consummation of the Business Combination; provided that commencing
      on
      the Effective Date, Ho Capital Management LLC (“Related Party”), shall be
      allowed to charge the Company $7,500 per month, representing an allocable share
      of Related Party’s overhead, to compensate it for the Company’s use of Related
      Party’s offices, utilities and personnel. Related Party shall also be entitled
      to reimbursement from the Company for its out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination only (i) from
      funds held outside of the Trust Account, or (ii) upon the consummation of a
      Business Combination.  

     

    6. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination. 

     

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

    


    8. The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company’s Memorandum and Articles of Association to extend the period of
      time in which the Company must consummate a Business Combination prior to its
      liquidation. Should such a proposal be put before shareholders other than
      through actions by the undersigned, the undersigned hereby agrees to vote
      against such proposal. This paragraph may not be modified or amended under
      any
      circumstances.

    


    9. In
      the
      event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    10. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against her arising out of or relating in any way to this
      letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
      the State of New York of the United States of America for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive, (ii) waives any objection to such exclusive jurisdiction
      and
      that such courts represent an inconvenient forum and (iii) irrevocably agrees
      to
      appoint Hodgson Russ as agent for the service of process in the State of New
      York to receive, for the undersigned and on her behalf, service of process
      in
      any Proceeding. If for any reason such agent is unable to act as such, the
      undersigned will promptly notify the Company and Maxim and appoint a substitute
      agent acceptable to each of the Company and Maxim within 30 days and nothing
      in
      this letter will affect the right of either party to serve process in any other
      manner permitted by law.  

     

    
      
        
        

      

      
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    11. As
      used
      herein, (i) a “Business Combination” shall mean the acquisition, through a stock
      exchange, asset acquisition or other similar business combination, of an
      operating business, or control of such operating business, through contractual
      arrangements, that are
      either located in Asia, provide products or services to customers located in
      Asia, or invest in Asia;
      (ii)
“Insiders” shall mean all officers, directors and shareholders of the Company
      immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the
      shares of Common Stock of the Company acquired by an Insider prior to the IPO;
      (iv) “Insider Warrants” means the 5,725,000 warrants being sold privately by the
      Company to Ho Capital Management LLC; and (v) “IPO Shares” shall mean the
      Company’s ordinary shares issued in the Company’s IPO.

     

    
      	 	 	 
	 	 	
              
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              Name of Shareholder  
	 
 	 
 	 
 
	 	By:  	 
	
               

              Its:

            	
              

            


    

     

     

    
      
        
        

      

      
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