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 180 DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) IN ACCORDANCE
      WITH NASD 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 LATER OF (I) THE CONSUMMATION
      BY
      ASIA SPECIAL SITUATION ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK
      EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION
      (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION
      STATEMENT (DEFINED HEREIN)) AND (II) ______________, 2007 (180 DAYS FROM THE
      DATE HEREOF). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME,
      _____________, 2012.

    


    


    


    FORM
      OF
      UNIT PURCHASE OPTION

    


    FOR
      THE
      PURCHASE OF

    


    700,000
      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 upon the later of (i) the consummation of a Business
      Combination and (ii) ____________, 2007 (180 days from the date hereof)
      (“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 Seven Hundred Thousand (700,000) 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 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 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 NASD 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 NASD,
      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
      NASD 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 NASD 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 NASD, 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 NASD 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.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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 for a period of 180 days following the
      Effective Date in accordance with NASD 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 180 days 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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 [__]
      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
      [__] 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 National
      Association of Securities Dealers, Inc. (the “NASD”). 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

        
          

        

      

      
        
        

      

    

     

    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

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    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.