Unassociated Document


     

    
      FORM
        OF REGISTRATION RIGHTS AGREEMENT

      


      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____
        day of ________, 2007, by and among Asia Special Situation Acquisition Corp.,
        a
        Cayman Islands corporation (the “Company”), and the undersigned parties listed
        under Investors on the signature page hereto (each, individually an “Investor”
and collectively, the “Investors”).

      


      WHEREAS,
        the Investors currently hold all of the issued and outstanding securities
        of the
        Company;

      


      WHEREAS,
        the Investors currently hold an aggregate of 5,725,000 warrants (“Warrants”),
        exercisable into an aggregate of 5,725,000 shares of the Company’s Ordinary
        Shares (the “Warrant Shares”), and each of the Warrants and the Warrant Shares
        shall be collectively referred to herein as the “Warrant
        Securities;”

      


      WHEREAS,
        the Investors and the Company desire to enter into this Agreement to provide
        the
        Investors with certain rights relating to the registration of Ordinary Shares
        and Warrant Securities held by them;

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

      


      1. DEFINITIONS.
        The
        following capitalized terms used herein have the following
        meanings:

      


      “Agreement”
means
        this Agreement, as amended, restated, supplemented, or otherwise modified
        from
        time to time.

      


      “Commission”
means
        the Securities and Exchange Commission, or any other federal agency then
        administering the Securities Act or the Exchange Act.

      


      “Ordinary
        Shares”
means
        the ordinary shares, par value $0.0001 per share, of the Company.

      


      “Company”
is
        defined in the preamble to this Agreement.

      


       “Demand
        Registration”
is
        defined in Section 2.1.1.

      


       “Demanding
        Holder”
is
        defined in Section 2.1.1.

      


       “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the Commission promulgated thereunder, all as the same shall be in effect
        at
        the time.

      


       “Form
        F-3”
is
        defined in Section 2.2.4.

      


       “Indemnified
        Party”
is
        defined in Section 4.3.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       “Indemnifying
        Party”
is
        defined in Section 4.3.

      


       “Investor”
is
        defined in the preamble to this Agreement.

      


       “Investor
        Indemnified Party”
is
        defined in Section 4.1.

      


       “Maximum
        Number of Shares”
is
        defined in Section 2.1.4.

      


       “Notices”
is
        defined in Section 6.3.

      


       “Piggy-Back
        Registration”
is
        defined in Section 2.2.1.

      


       “Register,”
        “registered”
and
        “registration”
mean
        a
        registration with respect to the Registrable Securities effected by preparing
        and filing a registration statement or similar document in compliance with
        the
        requirements of the Securities Act, and the applicable rules and regulations
        promulgated thereunder, and such registration statement becoming
        effective.

      


       “Registrable
        Securities”
mean
        the 2,500,000 Ordinary Shares, 5,725,000 Warrants and 5,725,000 Warrant
        Shares owned or held by Investors prior to the effective date of the Company’s
        initial public offering of securities. Registrable Securities include any
        warrants, shares of capital stock or other securities of the Company issued
        as a
        dividend or other distribution with respect to or in exchange for or in
        replacement of such Ordinary Shares. As to any particular Registrable
        Securities, such securities shall cease to be Registrable Securities when:
        (a) a
        Registration Statement with respect to the sale of such securities shall
        have
        become effective under the Securities Act and such securities shall have
        been
        sold, transferred, disposed of or exchanged in accordance with such Registration
        Statement; (b) such securities shall have been otherwise transferred, new
        certificates for them not bearing a legend restricting further transfer shall
        have been delivered by the Company and subsequent public distribution of
        them
        shall not require registration under the Securities Act; (c) such securities
        shall have ceased to be outstanding, or (d) the Commission makes a definitive
        determination to the Company that the Registrable Securities are saleable
        under
        Rule 144(k) of the Securities Act.

      


       “Registration
        Statement”
means
        a
        registration statement filed by the Company with the Commission in compliance
        with the Securities Act and the rules and regulations promulgated thereunder
        for
        a public offering and sale of Ordinary Shares (other than a registration
        statement on Form F-4 or Form F-8, or their successors, or any registration
        statement covering only securities proposed to be issued in exchange for
        securities or assets of another entity).

      


       “Release
        Date I”
means
        the date on which Ordinary Shares are disbursed from escrow pursuant to Section
        3 of that certain Stock Escrow Agreement dated as of ___________, 2007 by
        and
        among the parties hereto and American Stock Transfer & Trust
        Company.

      


      “Release
        Date II”
means
        the date on which the Company publicly announces that it has entered into
        a
        letter of intent with respect to a proposed business combination.

      


      “Securities
        Act”
means
        the Securities Act of 1933, as amended, and the rules and regulations of
        the
        Commission promulgated thereunder, all as the same shall be in effect at
        the
        time.

       

      
        
          
          

        

        
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      “Underwriter”
means
        a
        securities dealer who purchases any Registrable Securities as principal in
        an
        underwritten offering and not as part of such dealer’s market-making
        activities.

      


      2.  REGISTRATION
        RIGHTS.

      


      2.1 Demand
        Registration.

      


      2.1.1.  Request
        for Registration.
        At any
        time and from time to time on or after each of Release Date I as it relates
        to
        the 2,500,000 Ordinary Shares and Release Date II as it relates to the Warrant
        Securities, as applicable, the holders of a majority-in-interest of the
        2,500,000 Ordinary Shares or Warrant Securities, as the case may be, held
        by the
        Investors or the transferees of the Investors, may make a written demand
        for
        registration under the Securities Act of all or part of their Registrable
        Securities (a “Demand
        Registration”).
        Any
        demand for a Demand Registration shall specify the number and type of
        Registrable Securities proposed to be sold and the intended method(s) of
        distribution thereof. The Company will notify all holders of Registrable
        Securities of the demand, and 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 2.1.4 below and the provisos set forth in
        Section 3.1.1 below. The Company shall not be obligated to effect more than
        an
        aggregate of two (2) Demand Registrations with respect to the 2,500,000 Ordinary
        Shares and two (2) Demand Registrations with respect to the Warrant Securities
        under this Section 2.1.1. In no event shall a registration statement that
        has
        been filed with respect to the Warrant Securities be declared effective until
        the Company has completed its initial business combination.

      


      2.1.2. Effective
        Registration.
        A
        registration will not count as a Demand Registration until the Registration
        Statement filed with the Commission with respect to such Demand Registration
        has
        been declared effective and the Company has complied with all of its obligations
        under this Agreement or otherwise with respect thereto; provided,
        however,
        that
        if, after such Registration Statement has been declared effective, the offering
        of Registrable Securities pursuant to a Demand Registration is interfered
        with
        by any stop order or injunction of the Commission or any other governmental
        agency or court, the Registration Statement with respect to such Demand
        Registration will be deemed not to have been declared effective, unless and
        until (i) such stop order or injunction is removed, rescinded or otherwise
        terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
        elect to continue the offering; provided,
        further,
        that
        the Company shall not be obligated to file a second Registration Statement
        until
        a Registration Statement that has been filed is counted as a Demand Registration
        or is terminated.

      


      2.1.3. Underwritten
        Offering.
        If a
        majority-in-interest of the Demanding Holders so elect and such holders so
        advise the Company as part of their written demand for a Demand Registration,
        the offering of such Registrable Securities pursuant to such Demand Registration
        shall be in the form of an underwritten offering. In such event, the right
        of
        any holder to include its Registrable Securities in such registration shall
        be
        conditioned upon such holder’s participation in such underwriting and the
        inclusion of such holder’s Registrable Securities in the underwriting to the
        extent provided herein. All Demanding Holders proposing to distribute their
        securities through such underwriting shall enter into an underwriting agreement
        in customary form with the Underwriter or Underwriters selected for such
        underwriting by a majority-in-interest of the holders initiating the Demand
        Registration.

       

      
        
          
          

        

        
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      2.1.4. Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Demand Registration that is to
        be an
        underwritten offering advises the Company and the Demanding Holders in writing
        that the dollar amount or number of shares of Registrable Securities which
        the
        Demanding Holders desire to sell, taken together with all other Ordinary
        Shares
        or other securities which the Company desires to sell and the Ordinary Shares,
        if any, as to which registration has been requested pursuant to written
        contractual piggy-back registration rights held by other shareholders of
        the
        Company who desire to sell, exceeds the maximum dollar amount or maximum
        number
        of shares that can be sold in such offering without adversely affecting the
        proposed offering price, the timing, the distribution method, or the probability
        of success of such offering (such maximum dollar amount or maximum number
        of
        shares, as applicable, the “Maximum
        Number of Shares”),
        then
        the Company shall include in such registration: (i) first, the Registrable
        Securities as to which Demand Registration has been requested by the Demanding
        Holders (pro rata
        in
        accordance with the number of shares of Registrable Securities which such
        Demanding Holders have requested be included in such registration, regardless
        of
        the number of shares of Registrable Securities held by each Demanding Holder)
        that can be sold without exceeding the Maximum Number of Shares;
        (ii) second, to the extent that the Maximum Number of Shares has not been
        reached under the foregoing clause (i), the Ordinary Shares or other securities
        that the Company desires to sell that can be sold without exceeding the Maximum
        Number of Shares; (iii) third, to the extent that the Maximum Number of Shares
        has not been reached under the foregoing clauses (i) and (ii), the Ordinary
        Shares for the account of other persons that the Company is obligated to
        register pursuant to written contractual arrangements with such persons and
        that
        can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
        to
        the extent that the Maximum Number of Shares have not been reached under
        the
        foregoing clauses (i), (ii), and (iii), the Ordinary Shares that other
        shareholders desire to sell that can be sold without exceeding the Maximum
        Number of Shares.

      


      2.1.5.  Withdrawal.
        If a
        majority-in-interest of the Demanding Holders disapprove of the terms of
        any
        underwriting or are not entitled to include all of their Registrable Securities
        in any offering, such majority-in-interest of the Demanding Holders may elect
        to
        withdraw from such offering by giving written notice to the Company and the
        Underwriter or Underwriters of their request to withdraw prior to the
        effectiveness of the Registration Statement filed with the Commission with
        respect to such Demand Registration. In such event, the Company need not
        seek
        effectiveness of such Registration Statement for the benefit of other Investors.
        If the majority-in-interest of the Demanding Holders withdraws from a proposed
        offering relating to a Demand Registration, then such registration shall
        not
        count as a Demand Registration provided for in Section 2.1.1.

       

      
        
          
          

        

        
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      2.2 Piggy-Back
        Registration.

      


      2.2.1 Piggy-Back
        Rights.
        If at
        any time on or after the Release Date the Company proposes to file a
        Registration Statement under the Securities Act with respect to an offering
        of
        equity securities, or securities or other obligations exercisable or
        exchangeable for, or convertible into, equity securities, by the Company
        for its
        own account, or for shareholders of the Company for their account (or by
        the
        Company and by shareholders of the Company including, without limitation,
        pursuant to Section 2.1), other than a Registration Statement (i) filed in
        connection with any employee stock option or other benefit plan, (ii) for
        an
        exchange offer or offering of securities solely to the Company’s existing
        shareholders, (iii) for an offering of debt that is convertible into equity
        securities of the Company or (iv) for a dividend reinvestment plan, then
        the
        Company shall (a) give written notice of such proposed filing to the holders
        of
        Registrable Securities as soon as practicable but in no event less than ten
        (10)
        days before the anticipated filing date, which notice shall describe the
        amount
        and type of securities to be included in such offering, the intended method(s)
        of distribution, and the name of the proposed managing Underwriter or
        Underwriters, if any, of the offering, and (b) offer to the holders of
        Registrable Securities in such notice the opportunity to register the sale
        of
        such number of shares of Registrable Securities as such holders may request
        in
        writing within five (5) days following receipt of such notice (a “Piggy-Back
        Registration”).
        The
        Company shall cause such Registrable Securities to be included in such
        registration and shall use its best efforts to cause the managing Underwriter
        or
        Underwriters of a proposed underwritten offering to permit the Registrable
        Securities requested to be included in a Piggy-Back Registration to be included
        on the same terms and conditions as any similar securities of the Company
        and to
        permit the sale or other disposition of such Registrable Securities in
        accordance with the intended method(s) of distribution thereof. All holders
        of
        Registrable Securities proposing to distribute their securities through a
        Piggy-Back Registration that involves an Underwriter or Underwriters shall
        enter
        into an underwriting agreement in customary form with the Underwriter or
        Underwriters selected for such Piggy-Back Registration.

      


        2.2.2 Reduction
        of Offering.
        If the
        managing Underwriter or Underwriters for a Piggy-Back Registration that is
        to be
        an underwritten offering advises the Company and the holders of Registrable
        Securities in writing that the dollar amount or number of Ordinary Shares
        which
        the Company desires to sell, taken together with Ordinary Shares, if any,
        as to
        which registration has been demanded pursuant to written contractual
        arrangements with persons other than the holders of Registrable Securities
        hereunder, the Registrable Securities as to which registration has been
        requested under this Section 2.2, and the Ordinary Shares, if any, as to
        which
        registration has been requested pursuant to the written contractual piggy-back
        registration rights of other shareholders of the Company, exceeds the Maximum
        Number of Shares, then the Company shall include in any such
        registration:

      


      (i) If
        the
        registration is undertaken for the Company’s account: (a) first, the
        Ordinary or other securities that the Company desires to sell that can be
        sold
        without exceeding the Maximum Number of Shares; (a) 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

       

      
        
          
          

        

        
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      (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 2.2 ( 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.

      


         2.2.3 Withdrawal.
        Any
        holder of Registrable Securities may elect to withdraw such holder’s request for
        inclusion of Registrable Securities in any Piggy-Back Registration by giving
        written notice to the Company of such request to withdraw prior to the
        effectiveness of the Registration Statement. The Company may also elect to
        withdraw a registration statement at any time prior to its effectiveness.
        Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
        by the holders of Registrable Securities in connection with such Piggy-Back
        Registration as provided in Section 3.3.

      


      2.2.4 Registrations
        on Form F-3.
        The
        holders of Registrable Securities may at any time and from time to time,
        request
        in writing that the Company register the resale of any or all of such
        Registrable Securities on Form F-3 or any similar short-form registration
        which
        may be available at such time (“Form
        F-3”);
        provided,
        however,
        that
        the Company shall not be obligated to effect such request through an
        underwritten offering. Upon receipt of such written request, the Company
        will
        promptly give written notice of the proposed registration to all other holders
        of Registrable Securities, and, as soon as practicable thereafter, effect
        the
        registration of all or such portion of such holder’s or holders’ Registrable
        Securities as are specified in such request, together with all or such portion
        of the Registrable Securities of any other holder or holders joining in such
        request as are specified in a written request given within fifteen (15) days
        after receipt of such written notice from the Company; provided,
        however,
        that
        the Company shall not be obligated to effect any such registration pursuant
        to
        this Section 2.2: (i) if Form F-3 is not available for such offering; or
        (ii) if
        the holders of the Registrable Securities, together with the holders of any
        other securities of the Company entitled to inclusion in such registration,
        propose to sell Registrable Securities and such other securities (if any)
        at any
        aggregate price to the public of less than $500,000. Registrations effected
        pursuant to this Section 2.2 shall not be counted as Demand Registrations
        effected pursuant to Section 2.1.

      


      2.3 No
        Net
        Cash Settlement Value.
        In
        connection with the exercise of the Warrants, the Company will not be obligated
        to deliver securities, and there are no contractual penalties for failure
        to
        deliver securities, if a registration statement is not effective at the time
        of
        exercise; however, the Company may satisfy its obligation by delivering
        unregistered Ordinary Shares.  In no event will the Company be required to
        net cash settle an exercise of a Warrant.

       

      
        
          
          

        

        
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      3. REGISTRATION
        PROCEDURES.

      


      3.1 Filings;
        Information.
        Whenever the Company is required to effect the registration of any Registrable
        Securities pursuant to Section 2, the Company shall use its best efforts
        to
        effect the registration and sale of such Registrable Securities in accordance
        with the intended method(s) of distribution thereof as expeditiously as
        practicable, and in connection with any such request:

      


      3.1.1. Filing
        Registration Statement.
        The
        Company shall, as expeditiously as possible and in any event within sixty
        (60)
        days after receipt of a request for a Demand Registration pursuant to Section
        2.1, prepare and file with the Commission a Registration Statement on any
        form
        for which the Company then qualifies or which counsel for the Company shall
        deem
        appropriate and which form shall be available for the sale of all Registrable
        Securities to be registered thereunder in accordance with the intended method(s)
        of distribution thereof, and shall use its best efforts to cause such
        Registration Statement to become and remain effective for the period required
        by
        Section 3.1.3; provided,
        however,
        that
        the Company shall have the right to defer any Demand Registration for up
        to
        thirty (30) days, and any Piggy-Back Registration for such period as may
        be
        applicable to deferment of any demand registration to which such Piggy-Back
        Registration relates, in each case if the Company shall furnish to the holders
        a
        certificate signed by the Chief Executive Officer of the Company stating
        that,
        in the good faith judgment of the Board of Directors of the Company, it would
        be
        materially detrimental to the Company and its shareholders for such Registration
        Statement to be effected at such time; provided further,
        however,
        that
        the Company shall not have the right to exercise the right set forth in the
        immediately preceding proviso more than once in any 365-day period in respect
        of
        a Demand Registration hereunder.

      


      3.1.2. Copies.
        The
        Company shall, prior to filing a Registration Statement or prospectus, or
        any
        amendment or supplement thereto, furnish without charge to the holders of
        Registrable Securities included in such registration, and such holders’ legal
        counsel, copies of such Registration Statement as proposed to be filed, each
        amendment and supplement to such Registration Statement (in each case including
        all exhibits thereto and documents incorporated by reference therein), the
        prospectus included in such Registration Statement (including each preliminary
        prospectus), and such other documents as the holders of Registrable Securities
        included in such registration or legal counsel for any such holders may request
        in order to facilitate the disposition of the Registrable Securities owned
        by
        such holders.

      


      3.1.3. Amendments
        and Supplements.
        The
        Company shall prepare and file with the Commission such amendments, including
        post-effective amendments, and supplements to such Registration Statement
        and
        the prospectus used in connection therewith as may be necessary to keep such
        Registration Statement effective and in compliance with the provisions of
        the
        Securities Act until all Registrable Securities and other securities covered
        by
        such Registration Statement have been disposed of in accordance with the
        intended method(s) of distribution set forth in such Registration Statement
        (which period shall not exceed the sum of one hundred eighty (180) days plus
        any
        period during which any such disposition is interfered with by any stop order
        or
        injunction of the Commission or any governmental agency or court) or such
        securities have been withdrawn.

       

      
        
          
          

        

        
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      3.1.4. Notification.
        After
        the filing of a Registration Statement, the Company shall promptly, and in
        no
        event more than two (2) business days after such filing, notify the holders
        of
        Registrable Securities included in such Registration Statement of such filing,
        and shall further notify such holders promptly and confirm such advice in
        writing in all events within two (2) business days of the occurrence of any
        of
        the following: (i) when such Registration Statement becomes effective; (ii)
        when
        any post-effective amendment to such Registration Statement becomes effective;
        (iii) the issuance or threatened issuance by the Commission of any stop order
        (and the Company shall take all actions required to prevent the entry of
        such
        stop order or to remove it if entered); and (iv) any request by the Commission
        for any amendment or supplement to such Registration Statement or any prospectus
        relating thereto or for additional information or of the occurrence of an
        event
        requiring the preparation of a supplement or amendment to such prospectus
        so
        that, as thereafter delivered to the purchasers of the securities covered
        by
        such Registration Statement, such prospectus will not contain an untrue
        statement of a material fact or omit to state any material fact required
        to be
        stated therein or necessary to make the statements therein not misleading,
        and
        promptly make available to the holders of Registrable Securities included
        in
        such Registration Statement any such supplement or amendment; except that
        before
        filing with the Commission a Registration Statement or prospectus or any
        amendment or supplement thereto, including documents incorporated by reference,
        the Company shall furnish to the holders of Registrable Securities included
        in
        such Registration Statement and to the legal counsel for any such holders,
        copies of all such documents proposed to be filed sufficiently in advance
        of
        filing to provide such holders and legal counsel with a reasonable opportunity
        to review such documents and comment thereon, and the Company shall not file
        any
        Registration Statement or prospectus or amendment or supplement thereto,
        including documents incorporated by reference, to which such holders or their
        legal counsel shall object.

      


      3.1.5. State
        Securities Laws Compliance.
        The
        Company shall use its best efforts to (i) register or qualify the Registrable
        Securities covered by the Registration Statement under such securities or
“blue
        sky” laws of such jurisdictions in the United States as the holders of
        Registrable Securities included in such Registration Statement (in light
        of
        their intended plan of distribution) may request and (ii) take such action
        necessary to cause such Registrable Securities covered by the Registration
        Statement to be registered with or approved by such other Governmental
        Authorities as may be necessary by virtue of the business and operations
        of the
        Company and do any and all other acts and things that may be necessary or
        advisable to enable the holders of Registrable Securities included in such
        Registration Statement to consummate the disposition of such Registrable
        Securities in such jurisdictions; provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        paragraph 3.1.5 or subject itself to taxation in any such
        jurisdiction.

       

      
        
          
          

        

        
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      3.1.6. Agreements
        for Disposition.
        The
        Company shall enter into customary agreements (including, if applicable,
        an
        underwriting agreement in customary form) and take such other actions as
        are
        reasonably required in order to expedite or facilitate the disposition of
        such
        Registrable Securities. The representations, warranties and covenants of
        the
        Company in any underwriting agreement which are made to or for the benefit
        of
        any Underwriters, to the extent applicable, shall also be made to and for
        the
        benefit of the holders of Registrable Securities included in such registration
        statement. No holder of Registrable Securities included in such registration
        statement shall be required to make any representations or warranties in
        the
        underwriting agreement except, if applicable, with respect to such holder’s
        organization, good standing, authority, title to Registrable Securities,
        lack of
        conflict of such sale with such holder’s material agreements and organizational
        documents, and with respect to written information relating to such holder
        that
        such holder has furnished in writing expressly for inclusion in such
        Registration Statement. Holders of Registrable Securities shall agree to
        such
        covenants and indemnification and contribution obligations for selling
        stockholders as are customarily contained in agreements of that type. Further,
        such holders shall cooperate fully in the preparation of the Registration
        Statement and other documents relating to any offering in which they include
        securities pursuant to Section 2 hereof. Each holder shall also furnish to
        the
        Company such information regarding itself, the Registrable Securities held
        by
        such holder and the intended method of disposition of such securities as
        shall
        be reasonably required to effect the registration of the Registrable
        Securities.

       

      3.1.7. Cooperation.
        The
        principal executive officer of the Company, the principal financial officer
        of
        the Company, the principal accounting officer of the Company and all other
        officers and members of the management of the Company shall cooperate fully
        in
        any offering of Registrable Securities hereunder, which cooperation shall
        include, without limitation, the preparation of the Registration Statement
        with
        respect to such offering and all other offering materials and related documents,
        and participation in meetings with Underwriters, attorneys, accountants and
        potential investors.

      
        
           

          3.1.8.  Records.
            The
            Company shall make available for inspection by the holders of Registrable
            Securities included in such Registration Statement, any Underwriter
            participating in any disposition pursuant to such registration statement
            and any
            attorney, accountant or other professional retained by any holder of
            Registrable
            Securities included in such Registration Statement or any Underwriter,
            all
            financial and other records, pertinent corporate documents and properties
            of the
            Company, as shall be necessary to enable them to exercise their due diligence
            responsibility, and shall cause the Company’s officers, directors and employees
            to supply all information requested by any of them in connection with
            such
            Registration Statement.

           

        

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

          
             

          

        

      

      3.1.9. Opinions
        and Comfort Letters.
        The
        Company shall furnish to each holder of Registrable Securities included in
        any
        Registration Statement a signed counterpart, addressed to such holder, of
        (i)
        any opinion of counsel to the Company delivered to any Underwriter and (ii)
        any
        comfort letter from the Company’s independent public accountants delivered to
        any Underwriter. If no legal opinion is delivered to any Underwriter, the
        Company shall furnish to each holder of Registrable Securities included in
        such
        Registration Statement, at any time that such holder elects to use a prospectus,
        an opinion of counsel to the Company to the effect that the Registration
        Statement containing such prospectus has been declared effective and that
        no
        stop order is in effect.

      


      3.1.10. Earnings
        Statement.
        The
        Company shall comply with all applicable rules and regulations of the Commission
        and the Securities Act and make available to its shareholders, as soon as
        practicable, an earnings statement covering a period of twelve (12) months,
        beginning within three (3) months after the effective date of the registration
        statement, which earnings statement shall satisfy the provisions of Section
        11(a) of the Securities Act and Rule 158 thereunder.

      


      3.1.11. Listing.
        The
        Company shall use its best efforts to cause all Registrable Securities included
        in any registration to be listed on such exchanges or otherwise designated
        for
        trading in the same manner as similar securities issued by the Company are
        then
        listed or designated or, if no such similar securities are then listed or
        designated, in a manner satisfactory to the holders of a majority of the
        Registrable Securities included in such registration.

      


      3.2 Obligation
        to Suspend Distribution.
        Upon
        receipt of any notice from the Company of the happening of any event of the
        kind
        described in Section 3.1.4(iv) above, or, in the case of a resale registration
        on Form F-3 pursuant to Section 2.2.4 hereof, upon any suspension by the
        Company, pursuant to a written insider trading compliance program adopted
        by the
        Company’s Board of Directors, of the ability of all “insiders” covered by such
        program to transact in the Company’s securities because of the existence of
        material non-public information, each holder of Registrable Securities included
        in any registration shall immediately discontinue disposition of such
        Registrable Securities pursuant to the Registration Statement covering such
        Registrable Securities until such holder receives the supplemented or amended
        prospectus contemplated by Section 3.1.4(iv) above or the restriction on
        the
        ability of “insiders” to transact in the Company’s securities is removed, as
        applicable, and, if so directed by the Company, each such holder will deliver
        to
        the Company all copies, other than permanent file copies then in such holder’s
        possession, of the most recent prospectus covering such Registrable Securities
        at the time of receipt of such notice.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      3.3 Registration
        Expenses.
        The
        Company shall bear all costs and expenses incurred in connection with any
        Demand
        Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant
        to
        Section 2.2, and any registration on Form F-3 effected pursuant to Section
        2.2.4, and all expenses incurred in performing or complying with its other
        obligations under this Agreement, whether or not the Registration Statement
        becomes effective or whether any or all holders of Registrable Securities
        withdraw from any Registration Statement, including, without limitation:
        (i) all
        registration and filing fees; (ii) fees and expenses of compliance with
        securities or “blue sky” laws (including fees and disbursements of counsel in
        connection with blue sky qualifications of the Registrable Securities); (iii)
        printing expenses; (iv) the Company’s internal expenses (including, without
        limitation, all salaries and expenses of its officers and employees); (v)
        the
        fees and expenses incurred in connection with the listing of the Registrable
        Securities as required by Section 3.1.11; (vi) National Association of
        Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel for
        the
        Company and fees and expenses for independent certified public accountants
        retained by the Company (including the expenses or costs associated with
        the
        delivery of any opinions or comfort letters requested pursuant to Section
        3.1.9); (viii) the fees and expenses of any special experts retained by the
        Company in connection with such registration and (ix) the fees and expenses
        of
        one legal counsel selected by the holders of a majority-in-interest of the
        Registrable Securities included in such registration. The Company shall have
        no
        obligation to pay any underwriting discounts or selling commissions attributable
        to the Registrable Securities being sold by the holders thereof, which
        underwriting discounts or selling commissions shall be borne by such holders.
        Additionally, in an underwritten offering, all selling shareholders and the
        Company shall bear the expenses of the underwriter pro
        rata
        in
        proportion to the respective amount of shares each is selling in such
        offering.

      


      3.4 Information.
        The
        holders of Registrable Securities shall provide such information as may
        reasonably be requested by the Company, or the managing Underwriter, if any,
        in
        connection with the preparation of any Registration Statement, including
        amendments and supplements thereto, in order to effect the registration of
        any
        Registrable Securities under the Securities Act pursuant to Section 2 hereof
        and
        in connection with the Company’s obligation to comply with federal and
        applicable state securities laws.

      


      3.5 Holder
        Obligations.
        No
        holder of Registrable Securities may participate in any underwritten offering
        pursuant to this Section 3 unless such holder (i) agrees to sell only such
        holder’s Registrable Securities on the basis reasonably provided in any
        underwriting agreement, and (ii) completes, executes and delivers any and
        all
        questionnaires, powers of attorney, custody agreements, indemnities,
        underwriting agreements and other documents reasonably required by or under
        the
        terms of any underwriting agreement or as reasonably requested by the
        Company.

      


      4. INDEMNIFICATION
        AND CONTRIBUTION.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      4.1 Indemnification
        by the Company.
        The
        Company agrees to indemnify and hold harmless each Investor and each other
        holder of Registrable Securities, and each of their respective officers,
        employees, affiliates, directors, partners, members, attorneys and agents,
        and
        each person, if any, who controls an Investor and each other holder of
        Registrable Securities (within the meaning of Section 15 of the Securities
        Act
        or Section 20 of the Exchange Act) (each, an “Investor
        Indemnified Party”),
        from
        and against any expenses, losses, judgments, claims, damages or liabilities,
        whether joint or several, arising out of or based upon any untrue statement
        (or
        allegedly untrue statement) of a material fact contained in any Registration
        Statement under which the sale of such Registrable Securities was registered
        under the Securities Act, any preliminary prospectus, final prospectus or
        summary prospectus contained in the Registration Statement, or any amendment
        or
        supplement to such Registration Statement, or arising out of or based upon
        any
        omission (or alleged omission) to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading, or any
        violation by the Company of the Securities Act or any rule or regulation
        promulgated thereunder applicable to the Company and relating to action or
        inaction required of the Company in connection with any such registration;
        and
        the Company shall promptly reimburse the Investor Indemnified Party for any
        legal and any other expenses reasonably incurred by such Investor Indemnified
        Party in connection with investigating and defending of any such expense,
        loss,
        judgment, claim, damage, liability or action; provided,
        however,
        that
        the Company will not be liable in any such case to the extent that any such
        expense, loss, claim, damage or liability arises out of or is based upon
        any
        untrue statement, allegedly untrue statement, omission, or alleged omission,
        made in such Registration Statement, preliminary prospectus, final prospectus,
        or summary prospectus, or any such amendment or supplement, in reliance upon
        and
        in conformity with information furnished to the Company, in writing, by such
        selling holder expressly for use therein or for the use by any Investor
        Indemnified Party of a prospectus in violation of any stop order or other
        suspension of the Registration Statement; and (b) the foregoing indemnity
        shall
        not inure to the benefit of any holder (or benefit of any person controlling
        such holder) from whom the person asserting such expense, loss, claim, damage
        or
        liability purchased the Registrable Securities if a copy of the prospectus
        (as
        then amended or supplemented if the Company shall have furnished any amendments
        or supplements thereto) was not sent or given by or on behalf of such holder
        to
        such person, if required by law so to have been delivered at or prior to
        the
        written confirmation of the sale of the Registrable Securities to such person,
        and if the prospectus (as so amended or supplemented) would have cured the
        defect giving rise to such expense, loss, claim, damage or liability, unless
        such failure is the result of noncompliance by the Company with Section 3.1.3
        hereof. The Company also shall indemnify any Underwriter of the Registrable
        Securities, their officers, affiliates, directors, partners, members and
        agents
        and each person who controls such Underwriter on substantially the same basis
        as
        that of the indemnification provided above in this Section 4.1.

      


      4.2 Indemnification
        by Holders of Registrable Securities.
        Each
        selling holder of Registrable Securities will, if any registration is being
        effected under the Securities Act pursuant to this Agreement of any Registrable
        Securities held by such selling holder, indemnify and hold harmless the Company,
        each of its directors and officers and each underwriter (if any), and each
        other
        person, if any, who controls the company or any such underwriter within the
        meaning of the Securities Act or Section 20 of the Exchange Act, against
        any
        losses, claims, judgments, damages or liabilities, whether joint or several,
        insofar as such losses, claims, judgments, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon (i) any untrue statement
        or
        allegedly untrue statement of a material fact contained in any Registration
        Statement under which the sale of such Registrable Securities was registered
        under the Securities Act, any preliminary prospectus, final prospectus or
        summary prospectus contained in the Registration Statement, or any amendment
        or
        supplement to the Registration Statement, or (ii) any omission or the alleged
        omission to state a material fact required to be stated therein or necessary
        to
        make the statement therein not misleading, if the statement or omission was
        made
        in reliance upon and in conformity with information furnished in writing
        to the
        Company by such selling holder expressly for use therein or for the use by
        any
        Investor Indemnified Party of a prospectus in violation of any stop order
        or
        other suspension of the Registration Statement, and shall reimburse the Company,
        its directors and officers, and each such controlling person for any legal
        or
        other expenses reasonably incurred by any of them in connection with
        investigation or defending of any such loss, claim, damage, liability or
        action.
        Each selling holder’s indemnification obligations hereunder shall be several and
        not joint and shall be limited to the amount of any net proceeds actually
        received by such selling holder in connection with the sale of the Registrable
        Securities by such selling holder pursuant to the Registration Statement
        containing such untrue statement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      4.3 Conduct
        of Indemnification Proceedings.
        Promptly after receipt by any person of any notice of any loss, claim, damage
        or
        liability or any action in respect of which indemnity may be sought pursuant
        to
        Section 4.1 or 4.2 above, such person (the “Indemnified
        Party”)
        shall,
        if a claim in respect thereof is to be made against any other person for
        indemnification hereunder, notify such other person (the “Indemnifying
        Party”)
        in
        writing of the loss, claim, judgment, damage, liability or action; provided,
        however, that the failure by the Indemnified Party to notify the Indemnifying
        Party shall not relieve the Indemnifying Party from any liability which the
        Indemnifying Party may have to such Indemnified Party hereunder, except and
        solely to the extent the Indemnifying Party is actually prejudiced by such
        failure. If the Indemnified Party is seeking indemnification with respect
        to any
        claim or action brought against the Indemnified Party, then the Indemnifying
        Party shall be entitled to participate in such claim or action, and, to the
        extent that it wishes, jointly with all other Indemnifying Parties, to assume
        control of the defense thereof with counsel satisfactory to the Indemnified
        Party. After notice from the Indemnifying Party to the Indemnified Party
        of its
        election to assume control of the defense of such claim or action, the
        Indemnifying Party shall not be liable to the Indemnified Party for any legal
        or
        other expenses subsequently incurred by the Indemnified Party in connection
        with
        the defense thereof other than reasonable costs of investigation; provided,
        however, that in any action in which both the Indemnified Party and the
        Indemnifying Party are named as defendants, the Indemnified Party shall have
        the
        right to employ separate counsel (but no more than one such separate counsel)
        to
        represent the Indemnified Party and its controlling persons who may be subject
        to liability arising out of any claim in respect of which indemnity may be
        sought by the Indemnified Party against the Indemnifying Party, with the
        fees
        and expenses of such counsel to be paid by such Indemnifying Party if, based
        upon the written opinion of counsel of such Indemnified Party, representation
        of
        both parties by the same counsel would be inappropriate due to actual or
        potential differing interests between them. No Indemnifying Party shall,
        without
        the prior written consent of the Indemnified Party, consent to entry of judgment
        or effect any settlement of any claim or pending or threatened proceeding
        in
        respect of which the Indemnified Party is or could have been a party and
        indemnity could have been sought hereunder by such Indemnified Party, unless
        such judgment or settlement includes an unconditional release of such
        Indemnified Party from all liability arising out of such claim or
        proceeding.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      4.4 Contribution.

      


         4.4.1 If
        the
        indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
        unavailable to any Indemnified Party in respect of any loss, claim, damage,
        liability or action referred to herein, then each such Indemnifying Party,
        in
        lieu of indemnifying such Indemnified Party, shall contribute to the amount
        paid
        or payable by such Indemnified Party as a result of such loss, claim, damage,
        liability or action in such proportion as is appropriate to reflect the relative
        fault benefits received by the Indemnified Parties and the Indemnifying Parties
        from the offering. If, however, the allocation provided by the immediately
        preceding sentence is not permitted by applicable law or if the Indemnified
        Party failed to give the notice required under Section 4.3 above, then each
        Indemnifying Parties shall contribute to such amount paid or payable by such
        Indemnified Party in such proportion as is appropriate to reflect not only
        such
        relative benefits but also the relative fault of the Indemnified Parties
        and the
        Indemnifying Parties in connection with the actions or omissions which resulted
        in such loss, claim, damage, liability or action, as well as any other relevant
        equitable considerations. The relative fault of any Indemnified Party and
        any
        Indemnifying Party shall be determined by reference to, among other things,
        whether the untrue or alleged untrue statement of a material fact or the
        omission or alleged omission to state a material fact relates to information
        supplied by such Indemnified Party or such Indemnifying Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
        or
        prevent such statement or omission.

      


         4.4.2 The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 4.4 were determined by pro
        rata
        allocation or by any other method of allocation which does not take account
        of
        the equitable considerations referred to in the immediately preceding Section
        4.4.1. The amount paid or payable by an Indemnified Party as a result of
        any
        loss, claim, damage, liability or action referred to in the immediately
        preceding paragraph shall be deemed to include, subject to the limitations
        set
        forth above, any legal or other expenses incurred by such Indemnified Party
        in
        connection with investigating or defending any such action or claim.
        Notwithstanding the provisions of this Section 4.4, no holder of Registrable
        Securities shall be required to contribute any amount in excess of the dollar
        amount of the net proceeds (after payment of any underwriting fees, discounts,
        commissions or taxes) actually received by such holder from the sale of
        Registrable Securities which gave rise to such contribution obligation. No
        person guilty of fraudulent misrepresentation (within the meaning of Section
        11(f) of the Securities Act) shall be entitled to contribution from any person
        who was not guilty of such fraudulent misrepresentation.

      


      5.  UNDERWRITING
        AND DISTRIBUTION.

      


      5.1 Rule
        144.
        The
        Company covenants that it shall file any reports required to be filed by
        it
        under the Securities Act and the Exchange Act and shall take such further
        action
        as the holders of Registrable Securities may reasonably request, all to the
        extent required from time to time to enable such holders to sell Registrable
        Securities without registration under the Securities Act within the limitation
        of the exemptions provided by Rule 144 under the Securities Act, as such
        rules
        may be amended from time to time, or any similar rule or regulation hereafter
        adopted by the Commission.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      6. MISCELLANEOUS.

      


      6.1 Other
        Registration Rights.
        The
        Company represents and warrants that except for the securities underlying
        the
        unit purchase option held by Maxim Group LLC or its assigns, no person, other
        than a holder of the Registrable Securities has any right to require the
        Company
        to register any shares of the Company’s capital stock for sale or to include
        shares of the Company’s capital stock in any registration filed by the Company
        for the sale of shares of capital stock for its own account or for the account
        of any other person.

      


      6.2 Assignment;
        No Third Party Beneficiaries.
        This
        Agreement and the rights, duties and obligations of the Company hereunder
        may
        not be assigned or delegated by the Company in whole or in part. This Agreement
        and the rights, duties and obligations of the holders of Registrable Securities
        hereunder may be freely assigned or delegated by such holder of Registrable
        Securities in conjunction with and to the extent of any transfer of Registrable
        Securities by any such holder in accordance with applicable law. This Agreement
        and the provisions hereof shall be binding upon and shall inure to the benefit
        of each of the parties and their respective successors and the permitted
        assigns
        of the Investor or holder of Registrable Securities or of any assignee of
        the
        Investor or holder of Registrable Securities. This Agreement is not intended
        to
        confer any rights or benefits on any persons that are not party hereto other
        than as expressly set forth in Section 4 and this Section 6.2.

      


      6.3 Notices.
        All
        notices, demands, requests, consents, approvals or other communications
        (collectively, “Notices”)
        required or permitted to be given hereunder or which are given with respect
        to
        this Agreement shall be in writing and shall be personally served, delivered
        by
        reputable air courier service with charges prepaid, or transmitted by hand
        delivery, telegram, telex or facsimile, addressed as set forth below, or
        to such
        other address as such party shall have specified most recently by written
        notice. Notice shall be deemed given on the date of service or transmission
        if
        personally served or transmitted by telegram, telex or facsimile; provided,
        that
        if such service or transmission is not on a business day or is after normal
        business hours, then such notice shall be deemed given on the next business
        day.
        Notice otherwise sent as provided herein shall be deemed given on the next
        business day following timely delivery of such notice to a reputable air
        courier
        service with an order for next-day delivery.

      


       

      
        	
                  To
                  the Company:

              	
                Asia
                  Special Situation Acquisition Corp.

                P.O.
                  Box 309GT, Ugland House

                South
                  Church Street

                George
                  Town, Grand Cayman

                Cayman
                  Islands

                 

                Attn:

              	
                 

              
	 	 	 
	
                 with
                  a copy to:

              	
                Richardson
                  & Patel LLP [Hodgson?]

                405
                  Lexington Avenue, 26th
                  Floor

                New
                  York, New York 10174

                Attn:
                  Jody R. Samuels, Esq.

              	 


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                To
                  an Investor, to:

              	
                [Name
                  of Investor]

                c/o
                  Asia Special Situation Acquisition Corp.

                P.O.
                  Box 309GT, Ugland House

                South
                  Church Street

                George
                  Town, Grand Cayman

                Cayman
                  Islands

                 

                Attn:
                  

                 

              	 


      

      


      6.4 Severability.
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable.

      


      6.5 Counterparts;
        Facsimile Signatures.
        This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original, and all of which taken together shall constitute one
        and the
        same instrument. Facsimile signatures shall be deemed to be original signatures
        for all purposes of this Agreement.

      


      6.6 Entire
        Agreement.
        This
        Agreement (including all agreements entered into pursuant hereto and all
        certificates and instruments delivered pursuant hereto and thereto) constitutes
        the entire agreement of the parties with respect to the subject matter hereof
        and supersede all prior and contemporaneous agreements, representations,
        understandings, negotiations and discussions between the parties, whether
        oral
        or written.

      


      6.7 Modifications
        and Amendments.
        No
        amendment, modification or termination of this Agreement shall be binding
        upon
        any party unless executed in writing by such party.

      


      6.8 Titles
        and Headings.
        Titles
        and headings of sections of this Agreement are for convenience only and shall
        not affect the meaning or interpretation of any provision of this
        Agreement.

      


      6.9 Waivers
        and Extensions.
        Any
        party to this Agreement may waive any right, breach or default which such
        party
        has the right to waive, provided that such waiver will not be effective against
        the waiving party unless it is in writing, is signed by such party, and
        specifically refers to this Agreement. Waivers may be made in advance or
        after
        the right waived has arisen or the breach or default waived has occurred.
        Any
        waiver may be conditional. No waiver of any breach of any agreement or provision
        herein contained shall be deemed a waiver of any preceding or succeeding
        breach
        thereof nor of any other agreement or provision herein contained. No waiver
        or
        extension of time for performance of any obligations or acts shall be deemed
        a
        waiver or extension of the time for performance of any other obligations
        or
        acts.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      6.10 Remedies
        Cumulative.
        If the
        Company fails to observe or perform any covenant or agreement to be observed
        or
        performed under this Agreement, the Investor or any other holder of Registrable
        Securities may proceed to protect and enforce its rights by suit in equity
        or
        action at law, whether for specific performance of any term contained in
        this
        Agreement or for an injunction against the breach of any such term or in
        aid of
        the exercise of any power granted in this Agreement or to enforce any other
        legal or equitable right, or to take any one or more of such actions, without
        being required to post a bond. None of the rights, powers or remedies conferred
        under this Agreement shall be mutually exclusive, and each such right, power
        or
        remedy shall be cumulative and in addition to any other right, power or remedy,
        whether conferred by this Agreement or now or hereafter available at law,
        in
        equity, by statute or otherwise.

      


      6.11 Governing
        Law.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the laws of the Cayman Islands applicable to agreements made and to
        be
        performed within the Cayman Islands, without giving effect to any choice-of-law
        provisions thereof that would compel the application of the substantive laws
        of
        any other jurisdiction.

      


      6.12 Waiver
        of Trial by Jury.
        Each
        party hereby irrevocably and unconditionally waives the right to a trial
        by jury
        in any action, suit, counterclaim or other proceeding (whether based on
        contract, tort or otherwise) arising out of, connected with or relating to
        this
        Agreement, the transactions contemplated hereby, or the actions of the Investor
        in the negotiation, administration, performance or enforcement
        hereof.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


       IN
        WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
        to
        be executed and delivered by their duly authorized representatives as of
        the
        date first written above.

      
        	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                ASIA
                  SPECIAL SITUATION ACQUISITION CORP.

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                By:  

              	
                 

              
	
                 

              	
                
                  

                

                Name:
                  

              
	
                 

              	
                Title:
                  

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       IN
        WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
        to
        be executed and delivered by their duly authorized representatives as of
        the
        date first written above.

      


      
        	 	
                 

                BUYERS:

              
	 	
                 

                _______________________

                 

                By:
                  _____________________________

                Name:

                Title:

              
	 	
                Address:

                ________________________________________

                ________________________________________

                ________________________________________

              


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        OF BUYERS

      


      


      
        	
                 

                Buyer

              	
                Buyer's
                  Address

                and
                  Facsimile Number

              	
                Buyer's
                  Representative's Address 

                and
                  Facsimile Number

              
	 	 	 
	
                [                                               
                   ]

              	 	 
	
                 

                 

                [Other
                  Buyers]

              	 	 


      

      


      
        
          
          

        

        
          20