Unassociated Document


    


    NOBLE
      INVESTMENT FUND LIMITED

    World
      Trade Centre

    Via
      Lugano 11

    6982
      Lugano-Agno

    Switzerland

    tel:
      (011) 39 3488928042

    May
      1,
      2007

    Ms.
      Angela Ho

    386
      Columbus Avenue

    Apt.
      17A

    New
      York,
      New York 10024

    


    Re: Ho
      Capital Management LLC and Business Combination Company

     

    Dear
      Angela:

    


    This
      letter will serve to set forth our amended and restated basic agreement and
      understanding with respect to the ownership and capitalization of Ho Interactive
      LLC, a Delaware limited liability company, to be renamed Ho
      Capital Management LLC
      (the
“Sponsor”)
      and
      the formation and operation of Asia Special
      Situation Acquisition Corp.,
      a
      Cayman Island business combination company to be capitalized to acquire one
      or
      more businesses in Asia (the “SPAC”).

    


    The
      undersigned, Noble Investment Fund Limited (“Noble”),
      is a
      Gibraltar experienced investment fund. This Agreement has been executed by
      a
      duly authorized signatory of Pure Glow Finance, Arne van Roon, in its capacity
      as the investment advisor to Noble (the “Investment
      Advisor”).

    


    This
      will
      confirm that we have received (and are prepared to have the Sponsor accept)
      a
      revised proposal from Maxim Group LLC (“Maxim”)
      to
      underwrite an initial public offering of common stock and warrants for the
      SPAC
      to be registered with the U.S. Securities and Exchange Commission (the
“IPO”).
      As
      currently proposed, the SPAC will seek to raise $100,000,000 through the sale
      of
      10,000,000 units of securities to the public at $10.00 per unit; each unit
      to
      consist of one share of common stock and one warrant. Under the terms of the
      Maxim proposal:

    


    · The
      Sponsor or its affiliates or designees will be entitled to purchase, for
      $25,000, approximately 20% of the total number of ordinary shares of the SPAC
      to
      be issued and outstanding immediately after the IPO, which as presently
      structured by Maxim, would be a total of 2,500,000 ordinary shares of stock
      of
      the SPAC (the “Founders
      Shares”).

    


    · In
      order
      to insure that 100% of the gross proceeds of the offering are placed in trust
      pending consummation of a business acquisition by the SPAC, the Sponsor or
      its
      affiliates or designees and business associates must (immediately prior to
      completion of the IPO) purchase, for $5,725,000, four year warrants entitling
      the Holder to purchase 5,725,000 ordinary shares of the SPAC at an exercise
      price of $7.50 per ordinary shares (the “Private
      Placement Warrants”).
      The
      Private Placement Warrants will not be transferable until the SPAC completes
      a
      business combination and will be exercisable on the later to occur of completion
      of a business combination with a target company or one year from the date of
      the
      IPO. In the event that an approved business combination is not consummated
      within 24 months from completion of the IPO, the Private Placement Warrants
      will
      be worthless. 

    


    · The
      Sponsor or its affiliates must pay the pre-IPO costs and expenses for the SPAC
      offering, including professional fees, printing costs, filing fees and road
      show
      travel expenses (the “Pre-Offering
      Costs”);
      which
      are estimated at approximately $500,000 and are reimbursed at closing out of
      the
      proceeds of the IPO.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Based
      on
      the above, we hereby mutually agree as follows:

    


    1. Noble
      shall lend to the Sponsor, without recourse or interest, all funds necessary
      to
      pay the Pre-Offering Costs, and the Sponsor shall pay such Pre-Offering Costs
      from such loans and shall be responsible for the organization of the IPO and
      the
      financing as set forth. Upon completion of the IPO, such Pre-Offering Costs
      (estimated at approximately $500,000) shall be reimbursed to the Sponsor, which,
      in turn, will reimburse to Noble, without interest. The loan shall be evidenced
      by the Sponsor’s non-interest bearing note in the amount of $500,000, payable on
      the earlier to occur of December 31, 2007 or completion of the IPO. In such
      connection, it is expressly understood and agreed that neither Angela Ho nor
      any
      other equity owner of the Sponsor shall have any liability to repay such loan
      to
      Noble; it being anticipated that the only source of such repayment shall be
      the
      proceeds of the IPO; provided,
      however,
      that if
      the Sponsor and/or Angela Ho shall elect for any reason (other than as provided
      in Section
      7
      below or
      due to the inability of Maxim or any other managing underwriter to sell the
      securities contemplated by the IPO) not to proceed with the IPO, Angela Ho
      shall
      personally repay to Noble by December 31, 2007 the aggregate amount of funds
      loaned and advanced by Noble to the Sponsor, without interest thereon or
      deduction therefrom.

    


    2. The
      Sponsor shall purchase for $18,125, a total of 1,812,500 of the 2,500,000
      Founders Shares; of which Angela Ho shall own beneficially own 875,000 ordinary
      shares. 687,500 of the 2,500,000 Founders Shares shall be allocated to and
      purchased for $6,875 by the officers and other directors of the SPAC. The
      balance of the 1,812,500 Founders Shares to be purchased by the Sponsor, or
      937,500 Founders Shares, shall be allocated to Noble or other entities
      designated by it. We each agree that Noble shall transfer 500,000 of the 937,500
      Founders Shares allocated to it to Allius Ltd., an entity in which Noble has
      a
      50% beneficial interest and Dr. Gary Hirst has a 50% beneficial interest. The
      remaining 1,312,500 Founders Shares to be owned of record by the Sponsor shall
      be freely transferable by each of their respective beneficial owners; namely,
      Angela Ho as beneficial owner of 875,000 Founders Shares owned of record by
      the
      Sponsor, and Noble as beneficial owner of 437,500 Founders shares owned of
      record by the Sponsor. The allocation of the Founders Shares set forth in this
      Section
      2
      is
      subject to the provisions of Section
      7
      below.

    


    3. Twenty-five
      percent (25%) of the 2,500,000 Founders Shares, or 625,000 Founders Shares,
      shall be sold, for $0.01 per share, to the executive officers and directors
      of
      the SPAC in such amounts as Angela Ho and Noble mutually agree. 

    


    4. Noble
      shall, immediately prior to consummation of the IPO, lend the sum of
$5,725,000
      to the Sponsor to enable the Sponsor to purchase the 5,725,000 Private Placement
      Warrants. The $5,725,000 loan shall be evidenced by a Sponsor note that will
      bear interest at the rate of 5% per annum and will be payable, together with
      accrued interest, on a date which shall be the earlier to occur of (a) December
      31, 2012, or (b) the date of the Sponsor’s sale of all or any portion of the
      Private Placement Warrants or underlying ordinary shares issuable upon exercise
      of such Private Placement Warrants. It
      is
      expressly understood and agreed that neither Angela Ho nor any other equity
      owner of the Sponsor shall have any liability to repay such $5,725,000 loan
      to
      Noble; it being anticipated that the only source of such repayment shall be
      the
      proceeds from the sale of the Private Placement Warrants or the ordinary shares
      of the SPAC issuable upon exercise of the Private Placement Warrants (the
“Warrant
      Shares”).
      In
      consideration for such loan, the Sponsor agrees to grant to Noble a 50%
      beneficial interest in the 5,725,000 Private Placement Warrants issued to the
      Sponsor and Warrant Shares. 

     

    
      
         

      

      
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    5. In
      the
      event and at such time as the Private Placement Warrants may be transferred
      by
      the Sponsor, such Private Placement Warrants and/or the 5,725,000 Warrant Shares
      shall
      be
      freely transferable by each of their respective beneficial owners; namely,
      Angela Ho as beneficial owner of 2,862,500 Private Placement Warrants and
      Warrant Shares owned of record by the Sponsor, and Noble as beneficial owner
      of
      2,862,500 Private Placement Warrants and Warrant Shares owned of record by
      the
      Sponsor.

    


    6. Angela
      Ho
      and Noble shall jointly designate and approve all of the initial members of
      the
      board of managers of the Sponsor and the initial board of directors and officers
      of the SPAC. However, except for Arne van Roon (who shall serve as a director
      of
      the SPAC), no employee, agent, consultant officer, director or other affiliate
      of Noble shall serve as a member of the board of directors of the SPAC or the
      board of managers of the Sponsor, nor shall any such person or persons serve
      as
      an officer or member of the management of the SPAC or the Sponsor or be engaged
      by either such entity in a consulting or similar capacity.

    


    7. On
      a date
      that shall be not later than fifteen (15) days from the date of a written
      request by the Sponsor and Maxim (the “Funding
      Request”)
      that
      Noble demonstrate the availability of the $5,725,000 of proceeds of the loan
      to
      be made to the Sponsor to enable it to purchase the Private Placement Warrants,
      Noble shall either deposit in escrow with a bank acceptable to the Sponsor
      and
      Maxim, or otherwise segregate funds in a manner acceptable to the Sponsor and
      Maxim, such $5,725,000. It is anticipated that such Funding Request shall be
      submitted to Noble prior to: (i) the SPAC filing an amendment to its Form F-1
      Registration Statement on the EDGAR reporting system of the Securities and
      Exchange Commission (“SEC”)
      and
      (ii) the printing of the “red herring” prospectus and commencement of the
      selling effort and related road show. In the event that, for any reason or
      no
      reason, Noble shall fail or refuse to make such escrow deposit on a timely
      basis, the Sponsor may then elect to either:

    


    (a) terminate
      the IPO, in which event neither the Sponsor nor Angela Ho shall have any
      obligation or liability to repay to Noble the loan referred to in Section
      1
      above;
      or

    


    (b) proceed
      with the IPO by arranging, directly or through third parties, to purchase the
      5,725,000 Private Placement Warrants in lieu of Noble. In such event, the
      Sponsor may then elect to reissue and reallocate all of the Founders Shares
      to
      such persons or entities as the Sponsor and Angela Ho shall determine in the
      exercise of their sole discretion.

    


    By
      their
      execution of this Agreement, each of Noble, Allius Ltd., Gary T. Hirst, Arne
      van
      Roon and Michael Hlavsa do hereby consent to and agree with all of the
      provisions of this Section
      7,
      including, without limitation, Section
      7(b).

    


    8. Angela
      Ho
      shall be the managing member of the Sponsor. Prior to completion of the IPO
      of
      the SPAC, each of Angela Ho and Noble shall enter into an operating agreement
      for the Sponsor (the “Operating
      Agreement”)
      which
      shall incorporate the substance of the above agreements and
      understandings.

    


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      balance of this page intentionally left blank - signature page
      follows]

     

    
      
         

      

      
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    Please
      confirm your agreement with the above by executing a copy of this letter
      agreement in the space provided below. Needless to say, we are excited about
      this project and look forward to working closely with you and your
      associates.

     

    
      	 	Very
              truly yours,
              


              NOBLE
                INVESTMENT FUND LIMITED

              By:
                Pure Glow Finance Limited

              (investment
                advisor)

               

              


              By:
                /s/
                Arne van Roon_________________

              Arne
                van Roon, President

            


    

     

    


    ACCEPTED
      AND AGREED TO:

    this
      1st
      day of May 2007

    


    HO
      CAPITAL MANAGEMENT LLC

    


    


    By:
      /s/
      Angela Ho_______________________

    Angela
      Ho, Manager

    


    


    /s/
      Angela Ho__________________________

    ANGELA
      HO

    


    ALLIUS
      LTD.

    


    


    By
      /s/
      Dr. Gary T. Hirst___________________

    Dr.
      Gary
      T. Hirst, President

    


    


    /s/
      Dr. Gary T. Hirst______________________

    Dr.
      Gary T. Hirst

    


    


    /s/
      Arne van Roon_______________________

    Arne
      van Roon

    


    


    /s/
      Michael Hlavsa______________________

    Michael
      Hlvasa

     

    
      
         

      

      
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