Unassociated Document


    FORM
      OF INVESTMENT MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of _____, 2007 by and between Asia Special Situation
      Acquisition Corp. (the “Company”) and American Stock Transfer & Trust
      Company (“Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, File No. 333-_______
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective on [_____], 2007 by the Securities and
      Exchange Commission (“Effective Date”); and

     

    WHEREAS,
      the Company has issued securities in a private placement (the “Placement”);
      and

     

    WHEREAS,
      Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters
      (the “Underwriters”); and

     

    WHEREAS,
      as described in the Company’s Registration Statement, (i) in accordance with the
      Company’s Amended and Restated Certificate of Incorporation, $100,000,000 of the
      net proceeds of the IPO ($115,000,000 if the Underwriters’ over-allotment option
      is exercised in full), (ii) in accordance with the Subscription Agreement,
      dated
      as of [______], 2007, among the Company and certain purchasers, $5,725,000
      of
      the gross proceeds of the Placement (together with the IPO proceeds, the “Base
      Deposit”), and (iii) in accordance with the Underwriting Agreement, dated
      [____], 2007, between the Company and Maxim, as representative of the
      Underwriters, an additional $3,000,000 ($3,450,000 if the Underwriters’
over-allotment option is exercised in full), representing a portion of the
      Underwriters’ discount (the “Deferred Discount”), $105,725,000 will be delivered
      to the Trustee as of [_____], 2007 to be deposited and held in a trust account
      for the benefit of the Company, the public holders of the Ordinary Shares,
      par
      value $.0001 per share, of the Company (“Ordinary Shares”) included in the units
      of the Company’s securities issued in the IPO (the “Units”) and Maxim and the
      Underwriters. The amount to be delivered to the Trustee will be referred to
      herein as the “Property,” the stockholders for whose benefit the Trustee shall
      hold the Property will be referred to as the “Public Stockholders,” and the
      Public Stockholders, the Company and Maxim and the Underwriters will be referred
      to together as the “Beneficiaries”; and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, the parties hereto agree as follows:

     

    1.
 
      Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)
         Hold the Property in trust for the Beneficiaries in accordance with
      the terms of this Agreement, in segregated trust accounts (“Trust Account”)
      established by the Trustee with Deutsche Bank Trust Company Americas;

      

    (b)
         Manage, supervise and administer the Trust Account subject to the
      terms and conditions set forth herein;

     

    (c)
         In
      a
      timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security” or in money market funds
      selected by the Company meeting the conditions specified in Rule 2a-7
      promulgated under the Investment Company Act of 1940, as amended, as determined
      by the Company. As used herein, “Government Security” means any Treasury Bill
      issued by the United States, having a maturity of one hundred and eighty days
      or
      less;

     

    (d)
         Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the “Property,” as such term is
      used herein;

     

    (e)   
      Promptly notify the Company and Maxim of all communications received by it
      with
      respect to any Property requiring action by the Company;

     

    (f)
         Supply any necessary information or documents as may be requested
      by the Company in connection with the Company’s preparation of the tax returns
      for the Trust Account or the Company;

     

    (g)
         Participate in any plan or proceeding for protecting or enforcing
      any right or interest arising from the Property if, as and when instructed
      by
      the Company and/or Maxim to do so;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)
         Render to the Company and to Maxim, and to such other person as the
      Company may instruct, monthly written statements of the activities of and
      amounts in the Trust Account reflecting all receipts and disbursements of the
      Trust Account;

     

    (i)
         Commence liquidation of the Trust Account upon receipt of the
      Officers Certificate signed by the Chief Executive Officer and Chief Financial
      Officer in accordance with the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B
      , signed
      on behalf of the Company by its Chief Executive Officer and Chief Financial
      Officer, and complete the liquidation of the Trust Account and distribute the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein, as part of the Company’s automatic plan of
      dissolution and liquidation. The Trustee understands and agrees that, except
      as
      provided in Section 3(j) and Section 2 hereof, disbursements from the Trust
      Account shall be made only pursuant to a duly executed Termination Letter,
      together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the stockholder vote in favor of the Business Combination (as
      hereinafter defined). In all cases, the Trustee shall provide Maxim with a
      copy
      of any Termination Letters, Officers Certificates and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. As used in this Agreement, the
      term “Business Combination” means the acquisition by the Company, through
      capital stock exchange, control
      through contractual arrangements,
      asset or
      stock acquisition of, or similar business combination with, one or more
      entities located in Asia as more fully described in the prospectus forming
      a
      part of the Registration Statement; and

    


    (j)
      Commence liquidation of the Trust Account only upon receipt of and only in
      accordance with the terms of a letter (the “Termination Letter”), in a form
      substantially similar to that attached hereto as either
      Exhibit A
      or
Exhibit
      B,
      signed
      on behalf of the Company by its President or Chairman of the Board and
      Secretary, and complete the liquidation of the Trust Account and distribute
      the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein.

    


    2.
 
      Limited
      Distributions of Income on Property.

     

    (a)
         If there is any income tax obligation relating to the income from
      the Property in the Trust Account, then, at the written instruction of the
      Company, the Trustee shall disburse to the Company or the Internal Revenue
      Service by wire transfer or check (as directed by the Company in its instruction
      letter), out of the Property in the Trust Account, the amount indicated by
      the
      Company as required to pay income taxes.

     

    (b)
         Upon written request from the Company containing certification that
      such distribution pursuant to this Section 2(b) shall only be used to fund
      the
      working capital requirements of the Company and the costs related to
      identifying, researching and acquiring a prospective target business, in each
      case as described in the prospectus that forms a part of the Registration
      Statement, the Trustee shall distribute to the Company an amount equal to
      $2,000,000 of the income earned on the Base Deposit through the last day of
      the
      month immediately preceding the date of receipt of the Company’s written
      request, provided; however, that in the event the over-allotment option is
      exercised in full, the Company shall be prohibited from receiving distributions
      of income earned on the Base Deposit until after the first $600,000 of income
      is
      earned on the Base Deposit (net of taxes payable), which amount shall be added
      to the Base Deposit resulting in amount of $10.00 for each share represented
      by
      certificates held by Public Stockholders.

     

    (c)    
      Upon receipt by the Trustee of a written instruction from the Company for
      distributions from the Trust Account in connection with a plan of dissolution
      and distribution, accompanied by an Officers Certificate signed by the Chief
      Executive Officer and Chief Financial Officer of the Company certifying as
      true,
      accurate and complete (i) a statement of the amount of actual expenses incurred
      or, where known with reasonable certainty, imminently to be incurred by the
      Company in connection with its dissolution and distribution, (ii) any amounts
      due to pay creditors or required to reserve for payment to creditors, and (iii)
      the sum of (i) and (ii), the Trustee shall distribute to the Company an amount,
      as directed by the Company in the instruction letter, up to the sum of (i)
      and
      (ii) as indicated in the instruction letter.

    


    (d)   Except
      as provided in this Section 2, no other distributions from the Trust Account
      shall be permitted except in accordance with Sections 1(i) and 3(j)
      hereof.

     

    3.
 
      Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)
         To provide all instructions to the Trustee hereunder in writing,
      signed by the Company’s Chief Executive Officer and Chief Financial Officer. In
      addition, except with respect to its duties under paragraph 1(i) and 3(j),
      the
      Trustee shall be entitled to rely on, and shall be protected in relying on,
      any
      verbal or telephonic advice or instruction which it in good faith believes
      to be
      given by any one of the persons authorized above to give written instructions,
      provided that the Company and/or Maxim shall promptly confirm such instructions
      in writing;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)
         To hold the Trustee harmless and indemnify the Trustee from and
      against any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any action,
      suit or other proceeding brought against the Trustee involving any claim, or
      in
      connection with any claim or demand which in any way arises out of or relates
      to
      this Agreement, the services of the Trustee hereunder, or the Property or any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the “Indemnified
      Claim”). The Company shall have the right to conduct and manage the defense
      against such Indemnified Claim, provided that the Company shall obtain the
      consent of the Trustee with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Company may not agree to
      settle any Indemnified Claim without the prior written consent of the Trustee.
      The Trustee may participate in such action with its own counsel at its own
      expense;

     

    (c)
         Pay the Trustee an initial acceptance fee, an annual fee and a
      transaction processing fee for each disbursement made pursuant to Sections
      2(a)
      and 2(b) as set forth on Schedule A hereto, which fees shall be subject to
      modification by the parties from time to time. It is expressly understood that
      the Property shall not be used to pay such fees and further agreed that said
      transaction processing fees shall be deducted by the Trustee from the
      disbursements made to the Company pursuant to Section 2(b). The Company shall
      pay the Trustee the initial acceptance fee and first year’s fee at the
      consummation of the IPO and thereafter on the anniversary of the Effective
      Date.
      The Trustee shall refund to the Company the annual fee (on a pro rata basis)
      with respect to any period after the liquidation of the Trust Fund. The Company
      shall not be responsible for any other fees or charges of the Trustee except
      as
      set forth in this Section 3(c) and as may be provided in Section 3(b) hereof
      (it
      being expressly understood that the Property shall not be used to make any
      payments to the Trustee under such Sections);

     

    (d)
         That, in the event that the Company consummates a Business
      Combination and the Trust Account is liquidated in accordance with Section
      1(i)
      hereof, the Trustee or another independent party designated by Maxim shall
      act
      as the inspector of election to certify the results of the stockholder
      vote;

     

    (e)
         That the Officers Certificate referenced in Sections 1(i) and 3(j)
      hereof shall require the Company’s Chief Executive Officer and Chief Financial
      Officer to each certify the following (wherever applicable): (1) prior to the
      LOI Termination Date (as defined herein), the Company has entered into a bona
      fide Letter of Intent (as defined herein) with a target business; and/or (2)
      prior to the LOI Termination Date, the Company has entered into a Business
      Combination with a target business, the terms of which are consistent with
      the
      requirements set forth in the Registration Statement; and/or (3) prior to the
      Second Termination Date (as defined herein), the Company has entered into a
      Business Combination with a target business, the terms of which are consistent
      with the requirements set forth in the Registration Statement; and (4) the
      Board
      of Directors (the “Board”) pursuant to the unanimous written consent of the
      Board has approved (where applicable): (i) the Letter of Intent; and/or (ii)
      the
      Business Combination. A copy of such consent and the Letter of Intent and/or
      the
      definitive agreement relating to the Business Combination so approved shall
      be
      attached as an exhibit to the Officers Certificate;

     

    (f) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, to provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      stockholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s stockholders regarding such Business Combination;

     

    (g)
       Intentionally
      left blank.

     

    (h)
       Within
      five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, to provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Deferred Fee and Deferred Discount, which shall in no event be less
      than
      $_______; and

     

    (i)
       Intentionally
      left blank.

    


     
      (j)    (
      i
      )    Subject to the limitations and conditions set forth in
      paragraph (ii)
      of this
      section 3(j), as soon as practicable after the date 18 months from the date
      of
      this Agreement (the “LOI Termination Date”) (or 24 months from the date hereof
      in the event the Company has executed a Letter of Intent (defined below) prior
      to the LOI Termination Date but failed to consummate a Business Combination
      (“Second Termination Date”)), instruct the Trustee to commence liquidation of
      the Trust Account as part of the Company’s automatic plan of dissolution and
      liquidation in accordance with the Company’s Amended and Restated Memorandum and
      Articles of Association. The Trustee, upon receiving written instruction from
      the Company and Maxim, shall deliver a notice to Public Stockholders of record
      as of the LOI Termination Date or Second Termination Date, whichever the case
      may be, by U.S. mail or via the Depository Trust Company (“DTC”), within five
      days of receiving instructions from the Company to do so, notifying the Public
      Stockholders of such event. The Trustee shall deliver to each Public Stockholder
      its ratable share of the Property against satisfactory evidence of delivery
      of
      the stock certificates by the Public Stockholders to the Company through DTC,
      its Deposit Withdraw Agent Commission (“DWAC”) system or as otherwise presented
      to the Trustee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii)  
      Paragraph (i)
      of this
      Section 3(j) shall be subject to the following conditions and
      limitations:

    


    (x)    
      If the Company has entered into a bona fide, executed letter of intent,
      agreement in principle or engagement letter (a “Letter of Intent”) for a
      Business Combination prior to the LOI Termination Date, then the Company shall
      not be required to send an instruction letter to the Trustee relating to the
      liquidation of the Trust Account until the earlier of a Business Combination
      or
      the Second Termination Date.

     

    (y)    On
      the date on which the Trustee is to begin delivery to each Public Stockholder
      of
      its ratable share of the Property, the Company shall provide written
      instructions to the Trustee to deliver the Property according to the following
      schedule: First,
      to each
      Public Stockholder an amount equal to $10.00 for each share represented by
      certificates delivered by such Public Stockholder to the Company or the Trustee
      as prescribed in Paragraph (i)
      of
      Section 3(j) of this Agreement, and Second,
      to
      deliver to each Public Stockholder the remainder, if any, of its ratable share
      of the Property.

    


    4.
 
      Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)
         Take any action with respect to the Property, other than as
      directed in Sections 1 and 2 hereof and the Trustee shall have no liability
      to
      any party except for liability arising out of its own gross negligence or
      willful misconduct;

     

    (b)
         Institute any proceeding for the collection of any principal and
      income arising from, or institute, appear in or defend any proceeding of any
      kind with respect to, any of the Property unless and until it shall have
      received written instructions from the Company given as provided herein to
      do so
      and the Company shall have advanced or guaranteed to it funds sufficient to
      pay
      any expenses incident thereto;

     

    (c)
         Change the investment of any Property, other than in compliance
      with Section 1(c);

     

    (d)
         Refund any depreciation in principal of any Property;

     

    (e)
         Assume that the authority of any person designated by the Company
      to give instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company shall have delivered a written
      revocation of such authority to the Trustee;

     

    (f)
         The other parties hereto or to anyone else for any action taken or
      omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and in the exercise of its own best judgment, except for its gross
      negligence or willful misconduct. The Trustee may rely conclusively and shall
      be
      protected in acting upon any order, notice, demand, certificate, opinion or
      advice of counsel (including counsel chosen by the Trustee), statement,
      instrument, report or other paper or document (not only as to its due execution
      and the validity and effectiveness of its provisions, but also as to the truth
      and acceptability of any information therein contained) which is believed by
      the
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee shall not be bound by any notice or
      demand, or any waiver, modification, termination or rescission of this agreement
      or any of the terms hereof, unless evidenced by a written instrument delivered
      to the Trustee signed by the proper party or parties and, if the duties or
      rights of the Trustee are affected, unless it shall give its prior written
      consent thereto;

      

    (g)
         Verify the correctness of the information set forth in the
      Registration Statement or to confirm or assure that any acquisition made by
      the
      Company or any other action taken by it is as contemplated by the Registration
      Statement; and

     

    (h)
         Pay any taxes on behalf of the Trust Account (it being expressly
      understood that the Trustee’s sole obligation with respect to taxes shall be to
      issue the checks with respect thereto provided for by Section 2(a)
      hereof).

    


    (i) Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 1(i), 2(a) or 2(b) above.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.
 
      Certain
      Rights Of Trustee.

     

    (a)
         Before the Trustee acts or refrains from acting, it may require an
      Officers Certificate or opinion of counsel or both. The Trustee shall not be
      liable for any action it takes or omits to take in good faith in reliance on
      such Officers Certificate or opinion of counsel. The Trustee may consult with
      counsel and the advice of such counsel or any opinion of counsel shall be full
      and complete authorization and protection from liability in respect of any
      action taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon.

     

    (b)
         The Trustee may act through its attorneys and agents and shall not
      be responsible for the misconduct or negligence of any agent appointed with
      due
      care.

     

    (c)
         The Trustee shall not be liable for any action it takes or omits to
      take in good faith that it believes to be authorized or within the rights or
      powers conferred upon it by this Agreement.   

     

    (d)
         The Trustee shall not be responsible for and makes no
      representation as to the validity or adequacy of this Agreement; it shall not
      be
      accountable for the Company’s use of the proceeds from the Trust Account.
      Notwithstanding the effective date of this Agreement or anything to the contrary
      contained in this Agreement, the Trustee shall have no liability or
      responsibility for any act or event relating to this Agreement or the
      transactions related thereto which occurs prior to the date of this Agreement,
      and shall have no contractual obligations to the Beneficiaries until the date
      of
      this Agreement.

     

    6.
        No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, including, without limitation, under Section 3(b), the Trustee
      will pursue such claim solely against the Company and not against the Property
      held in the Trust Account.

    


    7.
      Termination.
      This
      Agreement shall terminate as follows:

     

    (a)
         If the Trustee gives written notice to the Company that it desires
      to resign under this Agreement, the Company shall use its reasonable efforts
      to
      locate a successor trustee during which time the Trustee shall continue to
      act
      in accordance with the terms of this Agreement. At such time that the Company
      notifies the Trustee that a successor trustee has been appointed by the Company
      and has agreed to become subject to the terms of this Agreement, the Trustee
      shall transfer the management of the Trust Account to the successor trustee,
      including, but not limited to, the transfer of copies of the reports and
      statements relating to the Trust Account, whereupon this Agreement shall
      terminate; provided, however, that, in the event that the Company does not
      locate a successor trustee within ninety days of receipt of the resignation
      notice from the Trustee, the Trustee may, but shall not be obligated to, submit
      an application to have the Property deposited with the United States District
      Court for the Southern District of New York and upon such deposit, the Trustee
      shall be immune from any liability whatsoever that arises due to any actions
      or
      omissions to act by any party after such deposit;

      

    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(i) hereof, and
      distributed the Property in accordance with the provisions of the Termination
      Letter, this Agreement shall terminate except with respect to Section 3(b);
      or

     

    (c)
         At such time that the Trustee has completed the liquidation of the
      Trust Account and distributed the Property in accordance with Sections 1(i)
      and
      3(j) hereof, this Agreement shall terminate except with respect to Section
      3(b).

     

    8.
 
      Miscellaneous.

     

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      follow the security procedures set forth below with respect to funds transferred
      from the Trust Account. Upon receipt of written instructions, the Trustee will
      confirm such instructions with an Authorized Individual at an Authorized
      Telephone Number listed on the attached Exhibit
      C.
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided it has accurately transmitted the numbers
      provided.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of the Cayman Islands, without giving effect to
      conflict of laws. It may be executed in several counterparts, each one of which
      shall constitute an original, and together shall constitute but one instrument.
      Facsimile signatures shall constitute original signatures for all purposes
      of
      this Agreement.

     

    (c)
         This Agreement contains the entire agreement and understanding of
      the parties hereto with respect to the subject matter hereof. This Agreement
      or
      any provision hereof may only be changed, amended or modified by a writing
      signed by each of the parties hereto; provided, however, that no such change,
      amendment or modification may be made without the prior written consent of
      Maxim, who, along with each other Underwriter, the parties specifically
      agree, is and shall be a third party beneficiary for purposes of this
      Agreement; and provided further, any amendment to Section 3(j) shall require
      the
      consent of all of the Public Stockholders. As to any claim, cross-claim or
      counterclaim in any way relating to this Agreement, each party waives the right
      to trial by jury.   

     

    


    (d)
         The parties hereto consent to the jurisdiction and venue of any
      state or federal court located in the State and County of New York for purposes
      of resolving any disputes hereunder. The parties hereto irrevocably submit
      to
      such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
      any
      objection to such exclusive jurisdiction and accept such venue, and waive any
      objection that such courts represent an inconvenient forum.

     

    (e)
         Any notice, consent or request to be given in connection with any
      of the terms or provisions of this Agreement shall be in writing and shall
      be
      sent by express mail or similar private courier service, by certified mail
      (return receipt requested), by hand delivery or by facsimile
      transmission:

     

    if
      to the
      Trustee, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane, Plaza Level

    New
      York,
      New York 10038

    Attn:
      Herb Lemmer, Vice President

    Fax
      No.:
      (718) 331-1852

     

    if
      to the
      Company, to:

     

    Asia
      Special Situation Acquisition Corp. 

    P.O.
      Box
      309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      Angela Ho

    Fax
      No.:

     

    in
      either
      case with a copy to:

     

    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Clifford A. Teller

    Fax
      No.:
      (212) 895-3783

     

    


    and

     

    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th
      Floor

    New
      York,
      New York 10174

    Attn:
      Jody R. Samuels, Esq.

    Fax
      No.:
      (212) 907-6687

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (f)
         This Agreement may not be assigned by the Trustee without the prior
      written consent of the Company and Maxim.

     

    (g)
         Each of the Trustee and the Company hereby represents that it has
      the full right and power and has been duly authorized to enter into this
      Agreement and to perform its respective obligations as contemplated hereunder.
      The Trustee acknowledges and agrees that it shall not make any claims or proceed
      against the Trust Account, including by way of set-off, and shall not be
      entitled to any funds in the Trust Account under any circumstance.

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	AMERICAN
              STOCK
              TRANSFER & TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                 

              Title:
                

            


    

     

    
      	 	 	 
	 	ASIA
              SPECIAL
              SITUATION ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    


     Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Asia
      Special Situation Acquisition Corp. (“Company”) and American Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2007 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with a Target Business (“Business
      Combination”) on or about [_______]. The Company shall notify you at least 48
      hours in advance of the actual date of the consummation of the Business
      Combination (“Consummation Date”). Capitalized terms used herein and not
      otherwise defined shall have the meanings ascribed to them in the Trust
      Agreement.

     

    In
      accordance with paragraph [___] of the Amended and Restated Memorandum and
      Articles of Association, the Business Combination has been approved by the
      stockholders of the Company and by the Public Stockholders holding a majority
      of
      the IPO Shares cast at the meeting relating to the Business Combination, and
      Public Stockholders holding less than 35% of the IPO Shares have voted against
      the Business Combination and given notice of exercise of their redemption rights
      described in paragraph [___] of the Amended and Restated Memorandum and Articles
      of Association of the Company. Pursuant to Section 2(c) of the Trust Agreement,
      we are providing you with [an affidavit] [a certificate] of __________, which
      verifies the vote of the Company’s stockholders in connection with the Business
      Combination. In accordance with the terms of the Trust Agreement, we hereby
      authorize you to commence liquidation of the Trust Account to the effect that,
      on the Consummation Date, all of funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct in writing on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated or will,
      concurrently with your transfer of funds to the accounts as directed by the
      Company, be consummated, and (ii) the Company shall deliver to you written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the counsel’s
      letter and the Instruction Letter in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and be distributed after the
      Consummation Date to the Company or be distributed immediately and the penalty
      incurred. Upon the distribution of all the funds in the Trust Account pursuant
      to the terms hereof, the Trust Agreement shall be terminated.

     

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              Very
                truly yours, 

            
	 	 
	 	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP. 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            


    

     

    Cc:
      Maxim
      Group LLC

               


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    American
      Stock Transfer

    &
      Trust Company

    59
      Maiden
      Lane

    Plaza
      Level

    New
      York,
      New York 10038

    


     Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraphs 1(i) and 2(e) of the Investment Management Trust Agreement between
      Asia Special Situation Acquisition Corp. (“Company”) and American Stock Transfer
& Trust Company (“Trustee”), dated as of _____________, 2007 (“Trust
      Agreement”), this is to advise you that the Company has been unable to effect a
      Business Combination with a Target Company within the time frame specified
      in
      the Company’s Memorandum and Articles of Association, as described in the
      Company’s prospectus relating to its IPO.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account as part of the Company’s plan of
      dissolution and liquidation. In connection with this liquidation, you are hereby
      authorized to establish a record date for the purposes of determining the
      stockholders of record entitled to receive their per share portion of the Trust
      Account. The record date shall be within ten (10) days of the liquidation date,
      or as soon thereafter as is practicable. You will notify the Company in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (“Transfer Date”) in accordance with the terms of the Trust
      Agreement and Amended and Restated Memorandum and Articles of Association of
      the
      Company. You shall commence distribution of such funds in accordance with the
      terms of the Trust Agreement and the Amended and Restated Memorandum and
      Articles of Association of the Company and you shall oversee the distribution
      of
      such funds. Upon the payment of all the funds in the Trust Account, the Trust
      Agreement shall be terminated.

     

    
       

      
        	 	 	 
	 	
                Very
                  truly yours, 

              
	 	 
	 	
                ASIA
                  SPECIAL SITUATION ACQUISITION CORP. 

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              


      

       

      Cc:
        Maxim
        Group LLC

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
               

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Company:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Asia
                Special Situation Acquisition Corp. 

              P.O
                Box 309GT, Ugland House

              South
                Church Street

              George
                Town, Grand Cayman

              Cayman
                Islands

              Attn:
                Angela Ho

            	
               

            	
               

               

              (407)
                805-0879

            
	
               

            	
               

            	
               

            
	
              Maxim

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                Clifford A. Teller 

            	
               

            	
               (212)
                895-3500

            
	
               

            	
               

            	
               

            
	
              Trustee:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              American
                Stock Transfer

              &
                Trust Company

              59
                Maiden Lane

              Plaza
                Level

              New
                York, New York 10038

              Attn:
                Herb Lemmer, Vice President

            	
               

            	
               (718)
                921-8209

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      Asia Special Situation Acquisition Corp. and 

    American
      Stock Transfer & Trust Company

     

    


    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $

            
	
              Transaction
                processing fee for disbursements to Company under Sections 2(a) and
                2(b)

            	 	
              Deduction
                by Trustee from disbursement made to Company under Section
                2(b)

            	 	
              $

            


    

     

    
      	 	 	 
	 	Agreed: 
	 	 
	 	Asia
              Special
              Situation Acquisition Corp. 
	 
 	 
 	 
 
	Dated:
              [___], 2007	By:  	 
	 	
              

            


    

     

    
      	 	 	 
	 	American
              Stock Transfer & Trust Co.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Officer