Unassociated Document


    July
      __,
      2007

     

    Asia
      Special Situation Acquisition Corp.

    c/o
      M
& C Corporate Services Limited

    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, officer and director 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 14 hereof):

    


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

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, or 24 months from the Effective Date provided a definitive
      agreement or letter of intent has been executed by the Company and a target
      business prior to the expiration of the 18 month period referred to herein,
      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.

    


    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 and the undersigned
      shall also be entitled to reimbursement from the Company for their 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 the undersigned, if any, until the completion
      of a
      Business Combination, which shall be held in an account at Maxim.

    


    8. The
      undersigned agrees to be the Chairman of the Board of Directors of the Company
      until the earlier of the consummation by the Company of a Business Combination
      or the liquidation of the Company. The undersigned’s biographical information
      furnished to the Company and Maxim and attached hereto as Exhibit A is true
      and
      accurate in all respects, does not omit any material information with respect
      to
      the undersigned’s background and contains all of the information required to be
      disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
      Securities Act of 1933. The undersigned’s Questionnaire furnished to the Company
      and Maxim and annexed as Exhibit B hereto is true and accurate in all
      respects. The undersigned represents and warrants that:

    


    (a) she
      is
      not subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

    


    (b) she
      has
      never been convicted of or pleaded guilty to any crime (i) involving any fraud
      or (ii) relating to any financial transaction or handling of funds of another
      person, or (iii) pertaining to any dealings in any securities and she is not
      currently a defendant in any such criminal proceeding; and

    


    (c) she
      has
      never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    


    9. The
      undersigned has full right and power, without violating any agreement by which
      she is bound, to enter into this letter agreement and to serve as Chairman
      of
      the Board of Directors of the Company.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11. 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.

    


    12. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about the undersigned’s background and finances (“Information”).
      Neither Maxim nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.

    


    13. This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against 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.  

     

    14. 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
      Ordinary Shares 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.

     

    
      	 	 	
              Print
                Name of Insider

            
	 	 	 
	 	 	 
	 	  	/s/ 
	 	
              

              Signature

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Exhibit
      A