Unassociated Document


    

      
        	
                STOCK
                  PURCHASE AGREEMENT

              


      

    

     

    ASIA
      SPECIAL SITUATION ACQUISITION CORP.

     

    as
      the Purchaser of Shares of 

     

    Class
      A Common Stock

     

    Class
      B Common Stock and

     

    Series
      A Preferred Stock

     

    of

     

    CHINA
      TEL GROUP, INC. 

     

    For
      

     

    Minimum:
      $201,675,000 

     

    Maximum:
      $270,000,000 

     

    July
      8, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT
      (the
“Agreement”),
      is
      entered into and effective as of July 8, 2008 (the “Effective
      Date”),
      by
      and among Asia
      Special Situation Acquisition Corp.,
      a
      Cayman Islands corporation (the “Purchaser”);
      China
      Tel Group, Inc.,
      a
      Nevada corporation, formerly known as Mortlock Ventures, Inc. (the “Company”);
      and
Trussnet
      USA, Inc.,
      a
      Nevada corporation (“Trussnet”).
      The
      Purchaser, the Company and Trussnet shall sometimes be referred to collectively
      herein as the “Parties”, and each individually as a “Party”.

     

    RECITALS

     

    This
      Agreement is being entered into by the Purchaser based, in part, upon the truth
      and accuracy of the following factual Recitals, each of which shall be deemed
      to
      be additional representations and warranties by the Company and
      Trussnet:

     

    A. The
      Company, through Trussnet, a wholly owned subsidiary of the Company, is in
      the
      business of designing, developing, operating and maintaining wireless
      communications facilities throughout the world.

     

    B. CECT-Chinacomm
      Communications Co., Ltd.,
      a
      company incorporated under the laws of the People’s Republic of China
      (“Chinacomm”),
      is
      and on the Closing Date (as hereinafter defined) shall be the holder of a basic
      spectrum license (the “WiMAX
      License”)
      issued
      by the Ministry of Information Industry of China (“MII”)
      authorizing the ChinaComm to provide and deploy fixed 3.5 GHz of wireless
      world-wide interoperability for microwave access (“WiMAX”)
      wireless broadband operations in 29 cities in the People’s Republic of China
      (the “Wireless
      Installations”).

     

    C. Trussnet
      is an entity formed on April 4, 2008 to acquire certain of the assets and
      personnel, hereinafter described, of Trussnet USA, Inc., a Delaware
      corporation, an
      Affiliate entity engaged in the design, engineering, manufacture and
      installation of space-frames, trusses structures and the management of
      telecommunications facilities in Asia (“Trussnet
      Delaware”).

     

    D. Trussnet
      owns a 100% equity interest in Trussnet
      Gulfstream (Dahlian) Co., Ltd. (“Trussnet
      Gulfstream”),
      a
      foreign investment enterprise established under the laws of the Peoples Republic
      of China (the “PRC”).
      Trussnet Gulfstream has entered into that certain Exclusive Technical Services
      Agreement dated May 23, 2008 (the “Technical
      Agreement”)
      with
Yunji
      Communications Technology (China) Co. Ltd.
      a
      wholly owned foreign investment enterprise (“Yunji”).
      Pursuant to the terms of the Technical Agreement, Trussnet Gulfstream will
      provide technical and professional assistance to Yunji to assist Yunji in
      performing the services described in the Management Agreement referred to in
      Paragraph
      D
      below.
      Attached as Exhibit
      A
      is a
      fully executed copy of the Technical Agreement. 

     

    E. Pursuant
      to the terms of that certain Exclusive Technical and Management Consulting
      Services Agreement dated May 23, 2008 (the “Management
      Agreement”),
      Yunji
      will provide technical and management services on an exclusive basis to
      Chinacomm for the procurement, installation, operation and maintenance of the
      Wireless Installation. Yunji has a contractual interest in the revenues of
      Chinacomm. Attached as Exhibit
      B
      is a
      fully executed copy of the Management Agreement.

     

    
      
        
          
          

        

        
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    F. Pursuant
      to that certain lease agreement, dated May 23, 2008 between Trussnet Gulfstream,
      as lessor, and Yunji, as lessee (the “Equipment
      Lease Agreement”),
      Trussnet Gulfstream will lease to Yunji certain equipment required for the
      Wireless Installations (the “Equipment”).
      Pursuant to that certain sublease agreement dated May 23, 2008, between Yunji,
      as sublessor, and Chinacomm, as sublessee (the Equipment
      Sublease Agreement”),
      Yunji
      will sublease the Equipment to Chinacomm certain equipment required for the
      Wireless Installations. Attached as Exhibit
      C-1
      is a
      fully executed copy of the Equipment Lease Agreement and attached hereto as
      Exhibit
      C-2
      is a
      fully executed copy of the Equipment Sublease Agreement.

     

    G. Pursuant
      to the terms of the Management Agreement and the Equipment Sublease Agreement
      referred to above, Yunji will be entitled to receive 100% of the revenues
      realized by Chinacomm from the operation of the Wireless
      Installations.

     

    H. Pursuant
      to the terms of that certain Subscription and Shareholders’ Agreement, dated
      May 23, 2008 (the “Subscription
      Agreement”),
      among: (i) Gulfstream
      Capital Partners Ltd.,
      a
      Seychelies corporation, and a 100% owned subsidiary of Trussnet (“Gulfstream
      Capital”),
      (ii) Chinacomm
      Limited,
      a
      Cayman Islands corporation (“Chinacomm
      Cayman”),
      (iii) Chinacomm, (iv) Qui
      Ping
      (“Qui”)
      and
Yuan
      Yi
      (“Yuan”),
      (v) Newtop
      Holdings Limited
      (“Newtop”),
      (vi) Thrive
      Century International Limited,
      a
      British Virgin Islands corporation (“Thrive”),
      and
      (vii) CECT
      Chinacomm Shanghai Co. Ltd.,
      a PRC
      corporation (“Chinacomm
      Shanghai”),
      Trussnet, through its wholly owned subsidiary Gulfstream Capital, is to provide
      $196,000,000 in financial assistance as a capital investment and to finance
      the
      leasing of certain equipment for the benefit of Chinacomm, in exchange for
      2,450,000,000 ordinary shares of Chinacomm Cayman, constituting the legal and
      beneficial ownership of 49% of the equity of Chinacomm Cayman on a Fully-Diluted
      Basis. Attached as Exhibit
      D
      is a
      fully executed copy of the Subscription Agreement.

     

    I. The
      Technical Agreement, the Management Agreement, the Equipment Lease Agreement,
      the Equipment Sublease Agreement and the Subscription Agreement are hereinafter
      collectively referred to as the “Chinacomm
      Agreements”.

     

    J. To
      facilitate, among other things, the performance of Trussnet under the Chinacomm
      Agreements, the Purchaser desires, in accordance with the terms of this
      Agreement, to acquire for a minimum of $201,675,000 and a maximum of
      $270,000,000: (a) certain shares of the Class A Common Stock of the Company
      (the “Class
      A Common Shares”),
      (b) certain shares of the Class B Class A Common Stock of the Company, a
      description of which is set forth as Exhibit
      E
      hereto
      (the “Class
      B Common Shares”),
      and
      (c) certain shares of the Series A Preferred Stock of the Company, a
      description of which is set forth in Exhibit
      F
      hereto
      (the “Series
      A Preferred Shares”).
      The
      acquisition of the Class A Common Stock, the Class B Class A Common Stock and
      the Series A Preferred Stock is sometimes collectively referred to herein as
      the
“Stock
      Purchase”.

     

    K. The
      Board of Directors of the Company and the Purchaser have deemed it advisable,
      and in the best interests of the Company and the Purchaser respectively, to
      consummate the Stock Purchase, in accordance with the terms of this Agreement,
      in order to advance the long-term strategic business interests of the Company
      and the Purchaser.

     

    
      
        
          
          

        

        
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    NOW,
      THEREFORE,
      in
      consideration of the promises and the mutual covenants contained herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties, intending to be legally bound, hereby agree
      as
      follows:

     

    ARTICLE
      I

     

    SELECTED
      DEFINED TERMS AND INTERPRETATION

     

    1.1. Definitions.
      In
      addition to the terms defined in the Recitals and other terms defined herein,
      the following capitalized terms shall have the respective meanings specified
      in
      this Article I. Other terms defined elsewhere herein shall have meanings so
      given them.

     

    1.1.1. Affiliate.
      The
      term “Affiliate”
      shall mean a Person that directly or indirectly, through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      the
      first Person.

     

    1.1.2. Business
      Day.
      The
      term “Business Day(s)” shall mean the individual or collective reference to any
      one or more calendar days, excluding Saturday or Sunday or another day in which
      any of the national banks located in the United States or the PRC are closed
      for
      business.

     

    1.1.3. Class
      A Common Shares.
      The
      term “Class A Common Shares” shall mean the 500,000,000 shares of Class A Common
      Stock authorized for issuance by the Company pursuant to its certificate of
      incorporation.

     

    1.1.4. Class
      A Common Shares and Equivalents.
      The
      term “Class A Common Shares and Equivalents” shall mean the sum of (a) the
      aggregate number of Class A Common Shares and (b) the aggregate number of Class
      A Common Shares issuable upon conversion of the Series A Preferred Shares,
      if
      any, that may be purchased by the Purchaser under this Agreement.

     

    1.1.5. Class
      B Common Shares.
      The
      term “Class B Common Shares” shall mean the 200,000,000 shares of Class B Common
      Stock authorized for issuance by the Company pursuant to its certificate of
      incorporation.

     

    1.1.6. Common
      Stock.
      The
      term “Common Stock” shall refer to either or both of the Class A Common
      Shares and Class B Common Shares that have been authorized for issuance by
      the
      Company pursuant to its certificate of incorporation.

     

    1.1.7. Control.
      The
      term “Control” (including the terms “controlled by” and “under common control
      with”) shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of the management policies of a Person, whether through
      the ownership of voting securities, by contract or otherwise.

     

    
      
        
          
          

        

        
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    1.1.8. Chinacomm
      Parties.
      The
      term “Chinacomm Parties” shall mean the collective reference to Chinacomm,
      Trussnet Gulfstream, Yunji, Gulfstream Capital, Chinacomm Cayman, Qui, Yuan,
      Newtop, Thrive, and Chinacomm Shanghai.

     

    1.1.9. Due
      Diligence Investigation.
      The
      term “Due Diligence Investigation” shall mean consummation by the Purchaser of
      an investigation of the business, assets and liabilities, financial condition,
      legal and regulatory matters (including decisions and approvals of PRC
      Regulatory Authorities) and prospects of each of the Company, Trussnet and
      the
      Chinacomm Parties, including, without limitation, a review of all Financial
      Statements (when furnished), and confirmation of the statements, warranties
      and
      satisfaction of all conditions precedent contained in this Agreement and in
      each
      of the Chinacomm Agreements; all of which investigation shall be satisfactory
      to
      the Purchaser, in the exercise of its sole discretion.

     

    1.1.10. Employment
      Agreement.
      The
      term “Employment Agreement” shall mean the five year employment agreement
      between the Company and George Alvarez the execution of which shall be a
      condition precedent to the closing of the Stock Purchase.

     

    1.1.11. Financial
      Statements.
      The
      term “Financial Statements” shall mean the collective reference to: (a) the
      audited balance sheets and statement of income or operations and statement
      of
      cash flows of the Company as of June 30, 2006 and June 30, 2007 and for each
      of
      the two fiscal years ended June 30, 2007, (b) the unaudited comparative balance
      sheets and statements of income or operations and cash flows of the Company
      as
      at March 31, 2008 and for the year ended June 30, 2008; (c) the unaudited
      balance sheet as at June 30, 2008 and the statements of income or operations
      and
      statement of cash flows of Trussnet from inception through the year ended June
      30, 2008; and (d) to the extent required under GAAP and Regulations S-X
      promulgated under the Securities Act of 1933, as amended, (i) the audited
      balance sheets and statements of income or operations and cash flows of
      Chinacomm as at December 31, 2006, and December 31, 2007, and (ii) the unaudited
      comparative balance sheets and statements of income or operations and cash
      flows
      of Chinacomm as at June 30, 2007 and June 30, 2008 and for the six months ended
      June 30, 2007 and June 30, 2008.

     

    1.1.12. Fully
      Diluted Basis.
      The
      term “Fully Diluted Basis” shall mean, with respect to the Person in question,
      the sum of: (a) the aggregate number of issued and outstanding shares of
      capital stock or other equity interests of such Person at any point in time,
      plus (b) such additional shares of capital stock or other equity interests
      that
      would be issued and outstanding on a fully-diluted basis, assuming: (i) the
      conversion into capital stock (whether Class A Common Stock or preferred stock,
      including without limitation, Class A Common Stock, Class B Class A Common
      Stock
      and Series A Preferred Stock) of all securities issued by such Person, or (ii)
      the exercise of all options, warrants or other rights entitling any holder
      to
      purchase shares of capital stock or other equity interests of such
      Person.

     

    1.1.13. GAAP.
      The
      term “GAAP” means, at any time or for any period in question, United States
      generally acceptable accounting principles then in effect.

     

    1.1.14. Knowledge.
      The
      term “Knowledge” shall mean actual knowledge after reasonable
      investigation.

     

    
      
        
          
          

        

        
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    1.1.15. Management
      Stockholders.
      The
      term “Management Stockholders” shall mean the collective reference to George
      Alvarez and the other Persons listed on Schedule 3.8(a) to this Agreement.
      

     

    1.1.16. Material
      Adverse Change.
      The
      term “Material Adverse Change” shall mean a change which results in a Material
      Adverse Effect.

     

    1.1.17. Material
      Adverse Effect.
      The
      term “Material Adverse Effect” shall mean: with respect to the Person in
      question: (i) a material adverse effect (whether taken individually or in
      the aggregate with all other such effects) on the financial condition, business,
      results of operations or properties of such Person; or (ii) an effect which
      would materially impair the Person’s ability to timely consummate the
      transactions contemplated under this Agreement; or (iii) any event,
      circumstance or condition affecting a Person which would prevent or materially
      delay the consummation of the transactions contemplated under this
      Agreement.

     

    1.1.18. Preferred
      Stock.
      The
      term “Preferred Stock” shall refer to the Class A Preferred Shares and any other
      shares of preferred stock of the Company authorized for issuance pursuant to
      its
      certificate of incorporation.

     

    1.1.19. Ordinary
      Course of Business.
      The
      term “Ordinary Course of Business” shall mean the course of business procedures
      and practices consistent with past custom and practice (including with respect
      to quantity and frequency).

     

    1.1.20. PRC
      Regulatory Authorities.
      The
      term “PRC
      Regulatory Authorities”
shall
      mean the collective reference to: (a) the MII, (b) the State Agency of
      Foreign Exchange (“SAFE”), (b) the China Securities Regulatory Commission
      (“CSRC”), and (c) any other agency or instrumentality of the central PRC
      government and/or any Provincial governmental agency having jurisdiction over
      Chinacomm and the Chinacomm Parties.

     

    1.1.21. Person.
      The
      term “Person” means an individual, partnership, limited liability company,
      corporation, association, joint stock company, trust, a joint venture,
      unincorporated organization, or any other type of entity.

     

    1.1.22. Series
      A Preferred Shares.
      The
      term “Series A Preferred Shares” shall mean the 25,000,000 shares of Series A
      Preferred Stock of the Company authorized for issuance pursuant to its
      certificate of incorporation. 

     

    1.1.23. Purchased
      Securities.
      The
      term “Purchased Securities” shall mean the aggregate number of the Class A
      Common Shares and/or Series A Preferred Shares that shall be purchased by the
      Purchaser in accordance with the terms of this Agreement.

     

    1.1.24. Requirement
      of Law.
      The
      term “Requirement of Law” shall mean, with respect to any Person, any judgment,
      statute, law,
      code,
      act, order,
      writ, rule, ordinance, regulation, governmental
      consent or governmental requirement, or
      determination or decree of any arbitrator, court, or other governmental agency
      or administrative body, which
      now
      or at any time hereafter may be applicable to and enforceable against the
      relevant Person, work, or activity in question or any part thereof.

     

    
      
        
          
          

        

        
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    1.1.25. Sale
      of Control.
      The
      term “Sale of Control” means, with respect to any Party to this Agreement or any
      Trussnet Subsidiary, the sale or transfer to any unaffiliated Person of all
      or
      substantially all of the securities or assets of such Party or Trussnet
      Subsidiary, whether by merger, consolidation, combination, asset sale, stock
      sale, tender offer or otherwise, in a transaction whereby the power to elect
      a
      majority of the board of directors of such Party or Trussnet Subsidiary shall
      be
      vested in such unaffiliated Person.

     

    1.1.26. SEC.
      The
      term “SEC” shall mean the United States Securities and Exchange
      Commission.

     

    1.1.27. Securities
      Act.
      The
      term “Securities Act” shall mean the Securities Act of 1933, as
      amended.

     

    1.1.28. Tax
      or Taxes.
      The
      term “Tax” or “Taxes” shall mean any federal, state, local or foreign income,
      gross receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental, customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether disputed or not.

     

    1.1.29. Tax
      Return.
      The
      term “Tax Return” shall mean any return, declaration, report, claim for refund,
      or information return or statement relating to Taxes, including any schedule
      or
      attachment thereto, and including any amendment thereof.

     

    1.1.30. Transaction
      Expenses.
      The
      term “Transaction Expenses” shall mean and include all reasonable, actual, and
      documented out-of-pocket expenses (including, without limitation, all reasonable
      fees and expenses of counsel, accountants, and investment bankers to a Party
      and
      its Affiliates) incurred by a Party or on its behalf in connection with or
      related to: (i) the authorization, preparation, negotiation, execution, and
      performance of this Agreement; (ii) the preparation, printing, filing, and
      mailing of any SEC Filings made or contemplated by that Party in connection
      with
      this Agreement and the transactions envisioned hereunder; and (iii) all
      other matters related to the consummation of the transactions contemplated
      under
      this Agreement.

     

    1.1.31. WiMAX
      License Renewal.
      The
      term “WiMAX License Renewal” shall have the meaning set forth in Section
      5.1.6
      of this
      Agreement.

     

    1.1.32. WiMAX
      License Renewal Date. The
      term
“WiMAX License Renewal Date” shall be the date on which the MII shall have
      issued (by its official seal or “chop”) the WiMAX License Renewal.

     

    1.1.33. Accounting
      Terms and Determinations.
      All
      accounting terms used in this Agreement and not otherwise defined shall have
      the
      meaning accorded to them in accordance with GAAP and, except as expressly
      provided herein, all accounting determinations shall be made in accordance
      with
      GAAP, consistently applied. When used herein, the term “financial statements”
shall include the notes and schedules attached thereto. The term “GAAP” means
      generally accepted accounting principles consistently applied as in effect
      from
      time to time.

     

    
      
        
          
          

        

        
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    1.2. Interpretation.

     

    1.2.1. Provision
      Not Construed Against Party Drafting Agreement.
      This
      Agreement is the result of negotiations by and between the Parties, and each
      Party has had the opportunity to be represented by independent legal counsel
      of
      its choice. This Agreement is the product of the work and efforts of all
      Parties, and shall be deemed to have been drafted by all Parties. In the event
      of a dispute, no Party hereto shall be entitled to claim that any provision
      should be construed against any other Party by reason of the fact that it was
      drafted by one particular Party.

     

    1.2.2. Number
      and Gender.
      Wherever from the context it appears appropriate: (i) each term stated
      either in the singular or plural shall include the singular and plural; and
      (ii) wherever from the context it appears appropriate, the masculine,
      feminine, or neuter gender, shall each include the others.

     

    1.2.3. Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof as if set out in full herein.

     

    1.2.4. Article
      and Section Headings.
      The
      article and section headings used in this Agreement are inserted for convenience
      and identification only and are not to be used in any manner to interpret this
      Agreement.

     

    1.3. Severability.
      Each
      and every provision of this Agreement is severable and independent of any other
      term or provision of this Agreement. If any term or provision hereof is held
      void or invalid for any reason by a court of competent jurisdiction, such
      invalidity shall not affect the remainder of this Agreement.

     

    1.4. Entire
      Agreement.
      This
      Agreement, and all Exhibits hereto and all references, documents, or instruments
      referred to herein, contains the entire agreement and understanding of the
      Parties hereto in respect to the subject matter contained herein. The Parties
      have expressly not relied upon any promises, representations, warranties,
      agreements, covenants, or undertakings, other than those expressly set forth
      or
      referred to in this Agreement and in the Exhibits hereto. This Agreement and
      the
      Exhibits hereto supersedes any and all prior written or oral agreements,
      understandings, and negotiations between the Parties with respect to the subject
      matter contained herein or therein.

     

    1.5. Additional
      Definitions and Interpretation Provisions.
      For
      purposes of this Agreement: (i) those words, names, or terms which are
      specifically defined herein shall have the meaning specifically ascribed to
      them; (ii) the words “hereof”, “herein”, “hereunder”, and words of similar
      import, when used in this Agreement, shall refer to this Agreement as a whole,
      and not to any particular provision of this Agreement; (iii) all references
      to designated “Articles”, “Sections”, and to other subdivisions are to the
      designated Articles, Sections, and other subdivisions of this Agreement as
      originally executed; (iv) all references to “Dollars” or “$” shall be
      construed as being United States dollars; (v) the
      term “including” is not limiting and means “including without limitation”;
and
      (vi) all references to all statutes, statutory provisions, regulations, or
      similar administrative provisions shall be construed as a reference to such
      statute, statutory provision, regulation, or similar administrative provision
      as
      in force at the Effective Date and as may be subsequently amended.

     

    
      
        
          
          

        

        
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    ARTICLE
      II

     

    THE
      PURCHASED SECURITIES

     

    2.1. The
      Purchased Securities, Purchase Price and Post-Closing
      Option.

     

    2.1.1 The
      Purchase Price.
      On the
      Closing Date (as hereinafter defined) and subject to the terms and conditions
      set forth herein, the Purchaser shall pay to the Company by wire transfer
      of immediately available funds to an account designated by the Company and
      approved by Purchaser such amount, net of all applicable commissions (the
“Purchase
      Price”)
      as
      shall be not less than $201,675,000 (the “Minimum
      Purchase Price”),
      and
      not more than $270,000,000 (the “Maximum
      Purchase Price”).
      Against receipt of the applicable Purchase Price, the Company shall deliver
      to the Purchaser certificates evidencing legal and beneficial ownership of
      the
      Purchased Securities, of the type and in the amounts set forth in this
Section
      2.1
      and in
Section
      2.2 below.
      The applicable Purchase Price payable by the Purchaser on the Closing Date
      is
      hereinafter sometimes referred to as the “Closing
      Payment.”

     

    2.1.2 Per
      Share Price; Adjustments.
      It is
      the mutual intention of the Parties hereto that the per share purchase price
      of
      each of the Class A Common Shares shall be $2.25 per share (the “Per
      Share Price”).
      Such
      number of Class A Common Shares and the Per Share Price shall be subject to
      equitable adjustment in the event of any stock splits or recapitalizations
      by
      the Company prior to the Closing Date that have been approved by the Purchaser.
      In addition, except for the Convertible Debentures permitted to be issued by
      the
      Company prior to the Closing Date in accordance with Section
      3.8
      and
Section
      4.14
      below,
      in the event that the Company shall, on any one or more occasion, commencing
      from and after the date of this Agreement and ending on a date which shall
      be
      the date of expiration of the “Post-Closing Option Period” (as that term is
      defined in Section
      2.1.6
      below),
      issue or sell for cash any of its Class A Common Shares or other securities
      convertible into or exercisable for Class A Common Shares at a price per share
      that shall be less than $2.25, the Per Share Price paid and payable by Purchaser
      shall be reduced to such lower price, and the number of Class A Common Shares
      issued and issuable to the Purchaser shall be correspondingly increased.


     

    2.1.3 Closing
      Payment and Minimum Class A Common Shares.
      On the
      assumption that there shall be not in excess of 86,117,088 Class A Common Shares
      of the Company issued and outstanding as at the Closing Date, on the Closing
      Date, the Purchaser shall purchase for the $2.25 Per Share Price not less than
      an aggregate of 89,633,333 Class A Common Shares of the Company, and pay in
      cash
      in immediately available funds the $201,675,000 Minimum Purchase Price. Such
      Closing Payment of the Minimum Purchase Price shall be increased as at the
      Closing Date as provided in Section
      2.1.4
      below,
      and may (at Purchaser’s sole and exclusive option) be increased as at the
      Closing Date as provided in Section
      2.1.5
      below;
      provided, that any such increase shall be at the identical Per Share Price
      and
      on the identical terms and conditions as the issuance of Class A Common Shares
      in consideration of payment of the Minimum Purchase Price.

     

    
      
        
          
          

        

        
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    2.1.4 Mandatory
      Increase in Minimum Purchase Price and Class A Common
      Shares.
      The
      Parties hereto do hereby acknowledge and agree that, notwithstanding anything
      to
      the contrary, express or implied, contained in this Agreement, after giving
      effect to the transactions contemplated by this Agreement, on the Closing Date
      the Purchaser shall purchase and own of record and beneficially not less than
      fifty-one (51%) of the aggregate number of issued and outstanding Class A Common
      Shares of the Company, after giving effect to such purchase. Accordingly, in
      the
      event and to the extent that, on or before the Closing Date, any of the then
      issued and outstanding Convertible Debentures described in Section
      3.8
      of this
      Agreement shall have been converted by the holder(s) into Class A Common Shares
      of the Company, the Purchaser shall increase its Closing Payment in order to
      receive from the Company such minimum number of Class A Common Shares of the
      Company as shall represent not less than fifty-one (51%) of the aggregate number
      of issued and outstanding Class A Common Shares of the Company, after giving
      effect to such purchase. In such event, the minimum number of Class A Common
      Shares to be acquired by the Purchaser on the Closing Date shall be determined
      by dividing such Purchaser’s Closing Payment, as so increased, by the Per Share
      Price then in effect.

     

    2.1.5 Optional
      Increase in Minimum Purchase Price and Class A Common
      Shares.
      In
      addition to the provisions of Section
      2.1.3
      and
Section
      2.1.4
      above,
      the Purchaser shall have the right, but not the obligation, upon not less than
      five (5) Business Days prior written notice to the Company, to increase the
      Closing Payment payable on the Closing Date to any amount, up to the
      $270,000,000 Maximum Purchase Price, and receive in exchange therefore: (a)
      that
      number of Class A Common Shares of the Company as shall be determined by
      dividing such Purchaser’s Closing Payment, as so increased, by the Per Share
      Price then in effect, and/or (b) if the Purchaser shall have elected Stock
      Purchase Plan B prior to the Closing Date (as contemplated by Section
      2.2.2
      below),
      that number of shares of Series A Preferred Shares as shall be determined by
      dividing the dollar amount of such Series A Preferred Shares to be purchased,
      by
      a price of $10.00 per Series A Preferred Share.

     

    2.1.6 Post-Closing
      Option. In
      the
      event that it has not elected to pay the Maximum Purchase Price and receive
      an
      aggregate number of Class A Common Shares and/or Series A Preferred Shares
      contemplated by Section
      2.1.5
      above,
      with the ninety (90) day period
      immediately following the Closing Date (the “Post-Closing
      Option Period”),
      the
      Purchaser shall have the right and option (the “Purchase
      Option”)
      to
      elect, upon not less than five (5) Business Days prior written notice to the
      Company, to purchase from the Company such additional number of: (a) Class
      A
      Common Shares as shall be determined by dividing (i) the $270,000,000 Maximum
      Purchase Price, less the aggregate Closing Payment made by the Purchaser, by
      (ii) the Per Share Price then in effect; and/or (b) if (and only if) the
      Purchaser shall have elected Stock Purchase Plan B on the Closing Date, as
      contemplated by Section
      2.2.2
      below,
      such additional number of shares of Series A Preferred Shares as shall be
      determined by dividing the dollar amount of such Series A Preferred Shares
      to be
      purchased upon exercise of the Post-Closing Option, by a price of $10.00 per
      Series A Preferred Share. The exercise of the Purchase Option and the issuance
      of additional Class A Common Shares and/or Series A Preferred Shares shall
      be at
      the identical Per Share Price as to the Class A Common Shares and $10.00 per
      share price as to the Series A Preferred Shares, and on the identical terms
      and
      conditions as the issuance by the Company of Class A Common Shares and/or Series
      A Preferred Shares to the Purchaser on the Closing Date in consideration for
      the
      Closing Payment.

     

    
      
        
          
          

        

        
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    2.2. Composition
      of the Purchased Securities.
      The
      allocation of the Purchased Securities among the Class A Common Shares and
      the
      Series A Preferred Shares shall be determined in accordance with this Section
      2.2.

     

    2.2.1. Stock
      Purchase Plan A.
      It is
      the intention of the Parties that on the Closing Date the Company shall
      sell and issue to the Purchaser 

     

    (a) such
      number of Class A Common Shares as are set forth in this Article II;
      and

     

    (b) pursuant
      to Section
      2.3
      below,
      that number of the Class B Common Shares which, when coupled with the number
      of
      Class A Shares and any Series A Preferred Shares purchased by the Purchaser
      on
      the Closing Date, shall represent as of the Closing Date, not less than
      fifty-one percent (51%) of the aggregate voting power of the Company,
      represented by all Class A Shares, Series A Preferred Shares and Class B Common
      Shares of the Company, that are or would be outstanding on a Fully-Diluted
      Basis
      after giving effect to such issuance.

     

    The
      composition of the Purchased Securities set forth in this Section 2.2.1 shall
      be
      referred to herein as (“Stock
      Purchase Plan A”).

     

    2.2.2. Stock
      Purchase Plan B.

     

    (a) If
      at any
      time commencing upon the Effective Date and terminating on a date which shall
      be
      five days prior to the Closing, the Purchaser shall determine that in order
      to
      close the Stock Purchase it will be necessary for the Purchaser to issue
      securities of the Purchaser requiring the payment of periodic dividends or
      interest, then the Purchaser shall provide notice to the Company of its intent
      to implement the Purchased Securities allocation set forth in this Section
      2.2.2, which shall be referred to herein as the “Stock
      Purchase Plan B.”
Such
      notice is referred to herein as the “Stock
      Purchase Plan B Notice.”
The
      Company shall have three business days from its date of receipt of the Stock
      Purchase Plan B Notice to accept or decline the transaction set forth in the
      Stock Purchase Plan B Notice. In the event the Company declines the transaction
      set forth in the Stock Purchase Plan B Notice, then the provisions of Section
      2.2.2 of this Agreement shall be null and void and of no further force or
      effect.

     

    (b) The
      Stock
      Purchase Plan B Notice shall contain a detailed allocation among the Class
      A
      Common Shares and Class B Common Shares and the Series A Preferred Shares;
      provided that the Stock Purchase Plan B Notice shall provide for:

     

    (i) a
      minimum
      purchase of $100,000,000 of Class A Common Shares at the Per Share
      Price;

     

    (ii) a
      minimum
      purchase of $101,675,000 of Series A Preferred Shares at a price of $10.00
      per
      Series A Preferred Share and a maximum purchase of $170,000,000 Series A
      Preferred Shares at a price of $10.00 per Series A Preferred Share,
      and

     

    (iii) the
      issuance of the number of the Class B Common Shares referred to in Section
      2.3
      below.

     

    
      
        
          
          

        

        
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    The
      Series A Preferred Shares shall be convertible at any time at the option of
      the
      holder(s) into that number of Class A Common Shares, which, when aggregated
      with
      the number of Class A Common Shares referred to in clause (i) of this
Section
      2.2.2(b)
      that are
      issued to the Purchaser on the Closing Date, shall represent not less than
      fifty-one
      percent (51%) of the issued and outstanding Class A Common Shares of the Company
      as at the Closing Date. 

     

    (c) So
      long
      as the terms and conditions of the Series A Preferred Shares that the Purchaser
      proposes to purchase hereunder shall be consistent with the terms and conditions
      set forth on Exhibit
      F
      annexed
      hereto, the Company shall accept the aforesaid Stock Purchase
      Plan B.

     

    2.3. Issuance
      of Class B Common Shares. In
      consideration for its purchase of the Purchased Securities, on the Closing
      Date,
      the Company shall issue to the Purchaser, for $0.001 per share, that number
      of
      the Class B Common Shares which, when coupled with the number of Class A Shares
      and any Series A Preferred Shares purchased by the Purchaser on the Closing
      Date, shall represent as of the Closing Date, not less than fifty-one percent
      (51%) of the aggregate voting power of the Company, represented by all Class
      A
      Shares, Series A Preferred Shares and Class B Common Shares of the Company,
      that
      are or would be outstanding on a Fully-Diluted Basis after giving effect to
      such
      issuance (the “Purchaser’s
      Class B Shares”).

     

    2.4 Failure
      to Consummate Purchase.
      If at
      any time prior to the Closing, the Purchaser believes that it is unable to
      consummate the purchase of the Purchased Securities in accordance with Stock
      Purchase Plan A or Stock Purchase Plan B, then the Purchaser shall promptly
      notify the Company in writing of its intent to terminate this Agreement. Upon
      receipt of such notice, this Agreement shall be null and void, and none of
      the
      Parties hereto shall have any further liability to the other.

     

    2.5. Closing.
      Subject
      to the terms and conditions of this Agreement, the closing of the Stock Purchase
      (the “Closing”)
      shall
      take place at the law office of Hodgson Russ LLP, 1540 Broadway,
      24th
      floor,
      New York, New York 10036, as soon as practicable after all conditions to Closing
      under this Agreement are satisfied, but in no event later than a date which
      shall be twenty (20) Business Days following the WiMAX License Renewal Date
      (the
“Closing
      Date”),
      subject to extension of such Closing Date by mutual agreement of both Parties.
      In the event the Closing has not taken place as of the Closing Date, as the
      same
      may be extended, then at the option of the Company, this Agreement shall
      terminate and shall thereafter be null and void.

     

    
      
        
          
          

        

        
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    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND TRUSSNET

     

    The
      Company and Trussnet hereby do hereby jointly and severally represent and
      warrant to the Purchaser that upon
      execution of this Agreement and at Closing (each representation as to the
      Chinacomm Parties is made to the best Knowledge of the Company and
      Trussnet):

     

    3.1. Organization
      and Good Standing.
      Each of
      the Company, Trussnet and the Chinacomm. Parties are entities duly organized,
      validly existing and in good standing under the laws of their respective States
      or countries of organization, all as set forth on Schedule
      3.1
      to this
      Agreement.

     

    3.2. Subsidiaries.
      The
      only direct subsidiary of the Company is Trussnet. Trussnet is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Nevada.
      Schedule 3.2
      to this
      Agreement sets forth: (a) the names, (b) the authorized, issued and
      outstanding shares of capital stock or other equity of Trussnet and of each
      of
      the direct and indirect subsidiaries of Trussnet and all Chinacomm Parties,
      and
      (c) the record and beneficial owners of such capital stock or other
      equity.

     

    3.3. Authorization
      and Approvals.

     

    (a) Each
      of
      the Company, Trussnet and the Chinacomm Parties have the requisite corporate
      power and authority and have obtained all requisite licenses, permits,
      franchises, approvals and consents necessary (i) to own and operate its
      properties and to carry on its business as now being conducted, and (ii) to
      enter into and carry out the terms and conditions of this Agreement, as well
      as
      all transactions contemplated hereunder. All corporate proceedings have been
      taken and all corporate authorizations have been secured which are necessary
      to
      authorize the execution, delivery and performance by the Company, Trussnet
      and
      the Chinacomm Parties of this Agreement. This Agreement has been duly and
      validly executed and delivered by the Company and Trussnet and constitutes
      the
      valid and binding obligation of the Company, enforceable in accordance with
      its
      terms.

     

    (b) On
      or
      before the Closing Date, each of the Chinacomm Parties have or shall have
      executed an agreement in the form of Exhibit
      G
      annexed
      hereto (the “Chinacomm
      Parties Consent Agreement”),
      pursuant to which each of the Chinacomm Parties shall have approved this
      Agreement and shall have consented all of the transactions contemplated
      hereby.

     

    3.4. Effect
      of Agreement.
      As of
      the Closing, the consummation by any of the Company, Trussnet and the Chinacomm
      Parties of the transactions contemplated hereby and by the Chinacomm Agreements,
      including the execution, delivery and consummation of this Agreement, will
      comply with all applicable law and will not:

     

    (a) Violate
      any
      Requirement of Law applicable to or binding upon the Purchaser, the Company,
      Trussnet or any of the Chinacomm Parties;

     

    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    (b) Violate:
      (i)
      the
      terms of the Articles of Incorporation or Bylaws of the Company,
      Trussnet and the Chinacomm Parties;
      or (ii)
      any material agreement, contract, mortgage, indenture, bond, bill, note, or
      other material instrument or writing binding upon the Company,
      Trussnet and the Chinacomm Parties
      or to
      which any of the Company,
      Trussnet and the Chinacomm Parties
      is
      subject;

     

    (c) Accelerate
      or constitute an event entitling the holder of any indebtedness of any of the
      Company,
      Trussnet and the Chinacomm Parties
      to
      accelerate the maturity of such indebtedness or to increase the rate of interest
      presently in effect with respect to such indebtedness; or

     

    (d) Result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      assets or any other properties of any of the Company,
      Trussnet and the Chinacomm Parties
      under
      any agreement, commitment, contract (written or oral) or other instrument to
      which any of the Company,
      Trussnet and the Chinacomm Parties
      is a
      party or by which it is bound or affected.

     

    3.5. Consents
      and WiMAX License.

     

    (a) All
      consents, approvals or other authorizations or notices, required by any state
      or
      federal regulatory authority or other Person or entity, including all PRC
      Regulatory Authorities, in order to permit the Purchaser, the Company, Trussnet
      and the Chinacomm Parties to consummate the transactions contemplated by this
      Agreement and the Chinacomm Agreements and to enable the Company, Trussnet
      and
      the Chinacomm Parties to operate their respective businesses, including the
      construction, installation and operation of the Wireless Installations under
      the
      WiMAX License have been obtained and are in full force and effect.

     

    (b) On
      or
      before the Closing Date, the MII or other applicable PRC Regulatory Authority
      shall have renewed the WiMAX license granted to Chinacomm for a minimum of
      not
      less than three years, and such WiMAX License, as so renewed shall be in
      compliance with the requirements of the PRC Regulatory Authorities.

     

    3.6. Legal
      Proceedings.
      There
      are no legal, administrative, arbitral or other actions, claims, suits or
      proceedings or investigations instituted or pending or, to the Knowledge of
      the
      Company’s management, threatened against any of the Company, Trussnet and the
      Chinacomm Parties, or against any property, asset, interest or right of any
      of
      the Company, Trussnet and the Chinacomm Parties, that might reasonably be
      expected to have a Material Adverse Effect or that might reasonably be expected
      to threaten or impede the consummation of the transactions contemplated by
      this
      Agreement.

     

    3.7. Regulatory
      Compliance.
      Neither
      the Company, Trussnet nor, to the best Knowledge of the Company and Trussnet,
      any of the Chinacomm Parties have violated any Requirement of Law, the violation
      of which would be reasonably likely to have a Material Adverse Effect. All
      filings of the Company with the SEC have been filed in a timely fashion and
      are
      accurate and complete in all material respects.

     

    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    3.8. Capitalization;
      Transactions with Trussnet Delaware.

     

    (a) The
      Company is authorized to issue 500,000,000 Class A Common Shares, 200,000,000
      Class B Common Shares and 25,000,000 Series A Preferred Shares. Immediately
      prior to the Closing, the Company shall have no more than 117,696,035 Class
      A
      Common Shares issued and outstanding on a Fully Diluted Basis calculated as
      follows: (i) 86,117,088 Class A Common Shares issued and outstanding plus,
      plus (ii) up to 31,578,947 Class A Common Shares, issuable in the event the
      Company issues $30,000,000 in convertible debentures, convertible at $.95 per
      share (the “Convertible Debentures”). As of the Effective Date, the Company has
      issued $17,385,210 in Convertible Debentures convertible into 18,271,800 Class
      A
      Common Shares. The Company and the Purchaser hereby agree that up to and
      including the Closing Date, the Company shall have the right to issue up to
      $30,000,000, in the aggregate, in Convertible Debentures. Immediately prior
      to
      Closing the Company shall also have issued to George Alvarez and the other
      Persons listed on Schedule
      3.8(a)
      to this
      Agreement (the “Class
      B Holders”)
      an
      aggregate of 66,909,088 Class B Common Shares. All of the issued and outstanding
      Class A Common Shares, Class B Common Shares and the Convertible Debentures
      have
      been duly authorized and are validly issued, fully paid, and non-assessable.
      Other than the Convertible Debentures and the transactions contemplated hereby,
      there are no outstanding or authorized options, warrants, purchase rights,
      subscription rights, conversion rights, exchange rights, or other contracts
      or
      commitments that could require the Company to issue, sell, or otherwise cause
      to
      become outstanding any of its capital stock.

     

    (b) The
      capitalization of each of Trussnet and the Chinacomm Parties is set forth on
      Schedule
      3.8(b)
      to this
      Agreement. All of the issued and outstanding shares of capital stock or other
      securities of Trussnet and, to the Knowledge of the Company and Trussnet, the
      Chinacomm Parties have been duly authorized and are validly issued, fully paid,
      and non-assessable. Other than the transactions contemplated hereby and by
      the
      Chinacomm Agreements, there are no outstanding or authorized options, warrants,
      purchase rights, subscription rights, conversion rights, exchange rights, or
      other contracts or commitments that could require Trussnet or any of the
      Chinacomm Parties to issue, sell, or otherwise cause to become outstanding
      any
      of its capital stock or any other equity.

     

    (c) Annexed
      hereto as Schedule
      3.8(c)
      is a
      description of (i) all of the assets and personnel of Trussnet Delaware that
      has
      heretofore been transferred, or as at the Closing Date will have been
      transferred, to Trussnet, (ii) all loans, services and other products heretofore
      provided by Trussnet Delaware to Trussnet and/or the Company for or on behalf
      of
      the Company or ChinaComm, and (iii) all accounts payable and other amounts
      owing
      as at the date hereof and as at the Closing Date by the Company or Trussnet
      to
      Trussnet Delaware; all of which amounts and obligations have been incurred
      in
      the Ordinary Course of Business. 

     

    3.9. The
      Purchased Securities.
      The
      Purchased Securities will, upon issuance, be duly authorized, legally and
      validly issued, fully paid and non-assessable, and free and clear of all liens,
      mortgages, pledges, and other encumbrances of any nature, unless expressly
      provided herein to the contrary.

     

    3.10. Employee
      Benefit Plans.
      Neither
      the Company nor Trussnet have any labor union contract, bonus, pension,
      profit-sharing, retirement, deferred compensation, savings, stock purchase,
      stock option, hospitalization, insurance or other plan providing employees
      benefits, employment, agency, consulting or similar contract (“Employee Benefit
      Plans”) which cannot be terminated in thirty (30) days or less, without cost,
      other than the Employment Agreement of George Alvarez. The Company and Trussnet
      reserve the right to establish Employee Benefit Plans in the
      future.

     

    
      
        
          
          

        

        
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    3.11. Permits
      and Licenses.
      The
      Company and Trussnet and to the best Knowledge of the Company and Trussnet,
      the
      Chinacomm Parties have all licenses and permits (federal, state and local)
      required by governmental authorities to own, operate and carry on their
      respective business as now being conducted, and such licenses and permits are
      in
      full force and effect. No violations are or have been recorded in respect to
      the
      licenses or permits, included but not limited to fire and health and safety
      law
      violations, and no proceeding is pending or threatened looking toward the
      revocation or limitation of any of them.

     

    3.12. Chinacomm
      Transaction.

     

    3.12.1. Controlled
      Entities.
      The
      Chinacomm Agreements require the formation of certain entities, including
      Trussnet Gulfstream and Gulfstream Capital and the formation of two wholly
      owned
      foreign investment enterprises or WOFIEs (as previously defined). Trussnet
      Gulfstream and Gulfstream Capital are or will be 100% owned subsidiaries of
      Trussnet, and Chinacomm Cayman, Chinacomm Shanghai and Yunji are or on the
      Closing Date shall be partially-owned subsidiaries of Trussnet. Such Chinacomm
      Parties are sometimes collectively referred to herein as the “Trussnet
      Subsidiaries”.

     

    3.12.2. Performance.
      The
      Company shall cause $196,000,000 of the proceeds received under this Agreement
      to: (i) be used to discharge the obligation of Gulfstream Capital that it
      invest $196,000,000 in Chinacomm Cayman; and (ii) assure that upon
      completion of this investment by Gulfstream, that these funds be used as
      contemplated by the Chinacomm Agreements. The balance of the proceeds shall
      be
      used for the payment of commissions and general working capital, in such amounts
      as are set forth on Schedule
      3.12.2
      annexed
      to this Agreement.

     

    3.13. Material
      Agreements.
      Except
      as otherwise disclosed herein, each of the Company, Trussnet and, to the best
      Knowledge of the Company and Trussnet, the Chinacomm Parties, is not a party
      to
      any material agreement, the failure to perform of which would have a Material
      Adverse Effect upon any of the Company, Trussnet or such Chinacomm
      Parties.

     

    3.14. Insurance
      Policies.
      All
      insurance policies maintained by each of the Company, Trussnet and, to the
      best
      Knowledge of the Company and Trussnet, the Chinacomm Parties on its assets,
      business, officers and personnel provide adequate and sufficient liability
      and
      property damage coverage commensurate with the business practices of any of
      the
      Company, Trussnet and, to the best Knowledge of the Company and Trussnet, the
      Chinacomm Parties. To the best Knowledge of the Company, each of the Company,
      Trussnet and, to the best Knowledge of the Company and Trussnet, the Chinacomm
      Parties does not conduct any business which would result in the cancellation
      of,
      or a material increase in the premiums, for any of its insurance
      policies.

     

    3.15. Environmental
      Matters.
      With
      regard to matters of environmental compliance: each of the Company, Trussnet
      and, to the best Knowledge of the Company and Trussnet, the Chinacomm Parties
      has conducted and is conducting its business, and has used and is using its
      properties, whether currently owned, operated or leased or owned, operated
      or
      leased by the Company in compliance with all applicable PRC and United States
      federal, and state and local environmental laws and regulations, except where
      the failure to comply with such laws and regulations, in the aggregate, has
      not
      had and could not have a Material Adverse Effect on the condition (financial
      or
      otherwise), business or properties of the Company, Trussnet or, to the best
      Knowledge of the Company and Trussnet, any of the Chinacomm
      Parties.

     

    
      
        
          
          

        

        
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    3.16. Undisclosed
      Liabilities.
      Neither
      the Company, Trussnet nor, to the best Knowledge of the Company and Trussnet,
      the Chinacomm Parties have any liability (whether known or unknown, whether
      asserted or unasserted, whether absolute or contingent, whether accrued or
      unaccrued, whether liquidated or unliquidated, and whether due or to become
      due), including any liability for Taxes, except for: (i) liabilities set
      forth in the Financial Statements, and (ii) liabilities which have arisen
      after the date of the Financial Statements in the Ordinary Course of Business
      (none of which results from, arises out of, relates to, is in the nature of,
      or
      was caused by any breach of contract, breach of warranty, tort, infringement,
      or
      violation of law).

     

    3.17. Material
      Defaults.
      Neither
      the Company, Trussnet nor, to the best Knowledge of the Company and Trussnet,
      the Chinacomm Parties is in default, or alleged to be in default, under any
      material agreement, contract, lease, mortgage, commitment, instrument or
      obligation, and to the best Knowledge of the Company and Trussnet of no other
      party to any agreement, contract, lease, mortgage, commitment, instrument or
      obligation to which the Company is a party is in default thereunder, which
      default would have a Materially Adversely Effect upon the properties, assets,
      business or prospects of the Company, Trussnet or the Chinacomm
      Parties.

     

    3.18. Tax
      Returns and Disputes.
      The
      Company and Trussnet, and to the best Knowledge of the Company and Trussnet,
      each of the Chinacomm Parties, has: (a) filed all Tax Returns (PRC and
      United States federal, state and local) required to be filed by it, (b) all
      such Tax Returns filed are complete and accurate in all material respects,
      and
      (c) the applicable taypayer has paid all Taxes shown to be due and payable
      on the returns or any assessments or penalties received by it and all other
      Taxes (PRC and United States federal, state and local) due and payable by it.
      The Company and Trussnet, and to the best Knowledge of the Company and Trussnet,
      each of the Chinacomm Parties, has collected and withheld all Taxes which it
      has
      been required to collect or withhold and has timely submitted all such collected
      and withheld amounts to the appropriate authorities. The Company and Trussnet,
      and to the best Knowledge of the Company and Trussnet, each of the Chinacomm
      Parties, is in compliance with the back-up withholding and information reporting
      requirements under the Code and any state, local or foreign laws, and the rules
      and regulations thereunder.

     

    3.19. Financial
      Condition.
      On or
      before the Closing Date, the Company and Trussnet shall deliver and cause to
      be
      delivered to the Purchaser all of the Financial Statements. The Financial
      Statements of the Company and Trussnet, and to the best Knowledge of the Company
      and Trussnet, each of the Chinacomm Parties, present fairly the financial
      position, results of operations and cash flows of the Company for the fiscal
      period then ended and were prepared in accordance with United States generally
      accepted accounting principles (“GAAP”),
      except with respect to the Financial Statements of Chinacomm, the same have
      been
      prepared in accordance with either GAAP or auditing standards accepted in the
      European Union.

     

    
      
        
          
          

        

        
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    3.20. No
      Adverse Change.
      Since
      December 31, 2007 there has been no Material Adverse Change in the
      business, financial condition, results of operations, assets, or liabilities
      of
      the Company, Trussnet and, to the best Knowledge of the Company and Trussnet,
      each of the Chinacomm Parties.

     

    3.21. Disclosure.
      The
      representations and warranties: (a) of the Company and Trussnet contained
      in this Agreement and in any agreement, certificate, affidavit, statutory
      declaration or other document delivered or given by the Company or Trussnet
      pursuant to this Agreement, and (b) to the best Knowledge of the Company
      and Trustnet, of any of the Chinacomm Parties contained in any of the Chinacomm
      Agreements or in any other agreement, certificate, affidavit, statutory
      declaration or other document delivered or given by any of the Chinacomm Parties
      pursuant to this Agreement or any Chinacomm Agreements are true and correct
      and
      do not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements contained in such representations
      and warranties not misleading to the Purchaser.

     

    3.22. Advice
      of Changes.
      Between
      the Effective Date and the Closing Date, the Company and Trussnet shall promptly
      advise the Purchaser in writing of any fact, the occurrence of which would
      render any representation or warranty contained in this Agreement to be
      materially untrue.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser hereby represents and warrants to the Company as follows upon
      execution of this Agreement and at Closing:

     

    4.1. Organization
      and Good Standing.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the Cayman Islands.

     

    4.2. Authorization.
      The
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      to perform its obligations hereunder. This Agreement constitutes the valid
      and
      legally binding obligation of the Purchaser, enforceable in accordance with
      its
      terms and conditions. The Purchaser need not give any notice to, make any filing
      with, or obtain any authorization, consent, or approval of any government or
      governmental agency in order to consummate the transactions contemplated by
      this
      Agreement, other than the Proxy Statement which the Purchaser shall, prior
      to
      the Closing Date, distribute to its sharesholders in order to obtain the consent
      of its shareholders to the transactions contemplated by this
      Agreement.

     

    4.3. Operation
      of Business.
      The
      Purchaser has the requisite corporate power and authority and all requisite
      licenses, permits and franchises necessary to own and operate its properties
      and
      to carry on its business as now being conducted.

     

    4.4. Execution
      of Agreement.
      The
      Purchaser has the requisite corporate power and authority and has obtained
      all
      approvals and consents necessary to enter into and carry out the terms and
      conditions of this Agreement, as well as all transactions contemplated
      hereunder. All corporate proceedings have been taken and all corporate
      authorizations have been secured which are necessary to authorize the execution,
      delivery, and performance by the Purchaser of this Agreement. This Agreement
      has
      been duly and validly executed and delivered by the Purchaser and constitutes
      the valid and binding obligations of the Purchaser, enforceable in accordance
      with the respective terms.

     

    
      
        
          
          

        

        
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    4.5. Effect
      of Agreement.
      As of
      the Closing, the consummation by the Purchaser of the transactions herein
      contemplated, including the execution, delivery and consummation of this
      Agreement, will comply with all applicable law and will not:

     

    (a) Violate
      any Requirement of Law applicable
      to or binding upon the Purchaser;

     

    (b) Violate:
      (i) the terms of the Articles of Incorporation or Bylaws of the Purchaser;
      or,
      (ii) any material agreement, contract, mortgage, indenture, bond, bill, note,
      or
      other material instrument or writing binding upon the Purchaser or to which
      the
      Purchaser is subject;

     

    (c) Result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any of
      the
      assets or any other properties of the Purchaser under any agreement, commitment,
      contract (written or oral) or other instrument to which the Purchaser is a
      party
      or by which it is bound or affected.

     

    4.6. Consents.
      No
      consents, approvals or other authorizations or notices, other than those which
      have been obtained and are in full force and effect, are required by any state
      or federal regulatory authority or other Person or entity in connection with
      the
      execution and delivery of this Agreement and the performance of any obligations
      contemplated hereunder.

     

    4.7. Legal
      Proceedings.
      There
      are no legal, administrative, arbitral or other actions, claims, suits or
      proceedings or investigations instituted or pending or, to the Knowledge of
      the
      Purchaser’s management, threatened against the Purchaser, or against any
      property, asset, interest or right of the Purchaser, that might reasonably
      be
      expected to have a Material Adverse Effect or that might reasonably be expected
      to threaten or impede the consummation of the transactions contemplated by
      this
      Agreement.

     

    4.8. Regulatory
      Compliance.
      To the
      best Knowledge of the Purchaser, it has not violated any Requirement of Law,
      the
      violation of which would be reasonably likely to have a Material Adverse Effect.
      Further, the Purchaser is not an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of
      1940.

     

    4.9. Purchase
      for Investment.
      The
      Purchaser is not acquiring the Purchased Securities with a view to or for sale
      in connection with any distribution thereof within the meaning of the Securities
      Act.

     

    4.10. Disclosure.
      The
      representations and warranties of the Purchaser contained in this Agreement
      and
      in any agreement, certificate, affidavit, statutory declaration or other
      document delivered or given pursuant to this Agreement are true and correct
      and
      do not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements contained in such representations
      and warranties not misleading to the Company.

     

    
      
        
          
          

        

        
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    4.11. Advice
      of Changes.
      Between
      the Effective Date and the Closing Date the Purchaser shall promptly advise
      the
      Company in writing of any fact which, if existing or known at the Effective
      Date, would have been required to be set forth or disclosed in or pursuant
      to
      this Agreement or of any fact which, if existing or known at the Effective
      Date,
      would have made any of the representations untrue.

     

    4.12. Due
      Diligence.
      The
      Purchaser is an accredited investor within the meaning of the Securities Act
      and
      its management is sophisticated and experienced in transactions such as the
      Stock Purchase. The Purchaser has commenced its Due Diligence Investigation
      and,
      as at the date of this Agreement, but subject at all times to completion of
      its
      Due Diligence Investigation in accordance with the provisions of Section
      5.1.8
      of this
      Agreement, the Purchaser has no reason to believe that any of the
      representations and warranties of the Company are misleading or inaccurate
      in
      any material respect. The decision by the Purchaser to execute this Agreement
      is
      based upon the representations and warranties of the Company and Trussnet set
      forth in this Agreement being true and correct in all material respects as
      at
      the date of this Agreement and as at the Closing Date, and is not based upon
      any
      verbal statements or representations made by any Person Affiliated with the
      Company or Trussnet. The obligations of the Purchaser to acquire the Purchased
      Securities or otherwise consummate the transactions contemplated by this
      Agreement is and shall at all times be subject to completion by the Purchaser
      of
      a satisfactory Due Diligence Investigation.

     

    4.13. Restricted
      Securities.
      The
      Purchaser hereby acknowledges that the Purchased Securities shall constitute
      restricted securities within the meaning of the Securities Act and that all
      certificates evidencing the Purchased Securities shall contain a restrictive
      legend prohibiting transfer without a legal opinion or the availability of
      an
      exemption under the registration requirements of the Securities Act. The
      Purchaser is an accredited investor within the meaning of the Securities
      Act.

     

    4.14 Sale
      of Additional Debentures. The
      Purchaser acknowledges that between the date of this Agreement and the Closing
      Date, the Company shall have the right (but not the obligation) to issue and
      sell to $30,000,000 of Convertible Debentures (inclusive of the $17,385,210
      of
      Convertible Debenture previously issued), as contemplated by Section
      3.8(a)
      above.

     

    ARTICLE
      V

     

    CONDITIONS
      TO CLOSING

     

    5.1. The
      satisfaction of the following conditions shall be a condition precedent to
      the
      obligation of the applicable Party to consummate the transactions contemplated
      by this Agreement:

     

    5.1.1. Purchaser’s
      Shareholder Approval.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be both: (a) the approval of this
      Agreement and all of the transactions contemplated hereby and by the Chinacomm
      Agreements by the holders of a majority of the issued and outstanding publicly
      traded ordinary or common shares of the Purchaser as required by the Company’s
      governing documents and applicable United States corporate and securities laws;
      and (b) the decision by not more than the holders of 5% of such publicly
      traded ordinary or common shares to seek rescission or redemption of their
      investment in the Purchaser and a return of their allocable portion of the
      Purchaser’s trust fund. The Purchaser has represented to the Company that, as a
      foreign private issuer, it is not required to comply with the shareholder
      solicitation and proxy requirements of Section 14 of the Securities Exchange
      Act
      of 1934 (the “Exchange
      Act”),
      however, the Purchaser has further represented that it is the intention of
      the
      Purchaser to solicit its shareholders with proxy materials in substantial
      compliance with Section 14 of the Exchange Act.

     

    
      
        
          
          

        

        
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    5.1.2. Employment
      Agreement.
      A
      condition to the obligation of the Company and Trussnet to consummate the
      transactions contemplated by this Agreement shall be the execution of an
      Employment Agreement with George Alvarez, President of the Company.

     

    5.1.3. Company,
      Trussnet and Chinacomm Parties Representations.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that all representations and warranties
      of the Company and Trussnet contained in this Agreement and in the Chinacomm
      Agreements shall be or remain true and correct as of the Closing Date and no
      Material Adverse Changes to the Company, Trussnet or any of the Chinacomm
      Parties shall have occurred.

     

    5.1.4. Purchaser’s
      Representations.
      A
      condition to the obligation of the Company and Trussnet to consummate the
      transactions contemplated by this Agreement shall be that all representations
      and warranties of the Purchaser contained in this Agreement shall be or remain
      true and correct as of the Closing Date and there are no Material Adverse
      Changes to the Purchaser occurring since the Effective Date.

     

    5.1.5 Consents.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be the receipt of all required third party
      consents and approvals, including, without limitation, all consents and
      approvals of PRC Regulatory Authorities. In addition, the Chinacomm Parties
      Consent Agreement shall have been duly executed by all Chinacomm Parties and
      delivered to the Purchaser.

     

    5.1.6. Officers
      Certificate.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that an executive officer of the Company
      and Trussnet shall deliver a certificate at Closing to the effect, that to
      his
      Knowledge, the conditions set forth in Section 5.1.3 and Section 5.1.5
      have been satisfied. A condition to the obligation of the Company and Trussnet
      to consummate the transactions contemplated by this Agreement shall be that
      an
      executive officer of the Purchaser shall deliver a certificate at Closing to
      the
      effect, that to his Knowledge, the conditions set forth in Section 5.1.1
      and Section 5.1.4 have been satisfied.

     

    5.1.6 WiMAX
      License Renewal.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that on or before the Closing Date:
      (a) the MII or other applicable PRC Regulatory Authority shall have renewed
      the WiMAX License previously granted to Chinacomm for a minimum of not less
      than
      three (3) years, (b) such WiMAX License, as so renewed shall provide, by
      its terms, that absent a breach or default by Chinacomm which is not properly
      cured, the MII or such other PRC Regulatory Authority shall automatically renew
      such WiMAX License at the expiration of its term for additional successive
      periods of not less than three years each, (c) such WiMAX License, as so
      renewed, shall permit Chinacomm and the other Chinacomm Parties to install,
      operate and maintain the Wireless Installations for the duration of such WiMAX
      License and all renewal thereof, and (d) such WiMAX License, as so renewed,
      contain such other terms and conditions as shall be acceptable to the Purchaser
      (collectively, the “WiMAX
      License Renewal”).

     

    
      
        
          
          

        

        
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    5.1.7 Financial
      Statements.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that on or before the date of mailing
      its Proxy Statement to its shareholders, as contemplated by Section 5.1.1
      above, the Purchaser shall have received all of the Financial Statements
      required under Regulation S-X as promulgated under the Securities Act; all
      of
      which Financial Statements shall be included in the Proxy Statement and all
      of
      which shall be satisfactory to Purchaser in the exercise of its sole
      discretion.

     

    5.1.8 Due
      Diligence Investigation.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that on or before the date of mailing
      its Proxy Statement to its shareholders, as contemplated by Section 5.1.1
      above,
      the Purchaser shall have completed a satisfactory Due Diligence
      Investigation.

     

    5.1.9 Additional
      Financing.
      A
      condition to the obligation of each of the Purchaser and the Company to
      consummate the transactions contemplated by this Agreement shall be that:
      (a) on or before the date of mailing its Proxy Statement to its
      shareholders, as contemplated by Section 5.1.1
      above,
      the Purchaser shall have received a term sheet or other proposal from one or
      more financially credible sources to provide not less than $115,000,000 of
      additional financing for the Purchaser, all upon such terms and conditions
      as
      shall be satisfactory to the Purchaser and acceptable to the Company, and
      (b) on or before the Closing Date, the Purchaser shall have received not
      less than $115,000,000 of net proceeds from such additional financing, all
      upon
      such terms and conditions as shall be satisfactory to the Purchaser and
      reasonably acceptable to the Company.

     

    5.1.10
       Legal
      Opinions.
      A
      condition to the obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement shall be that on or before the Closing Date,
      the
      Purchaser shall have received a favorable legal opinion from:

     

    (a) Horwitz,
      Cron & Jasper, P.L.C., as to matters only with respect to the Company,
      Trussnet, Gulfstream Capital, Chinacomm Cayman and Chinacomm Shanghai that
      are
      set forth in Sections 3.1, 3.2, 3.3, 3.4(b), 3.6 and 3.8 of this Agreement,
      provided, that such counsel may rely upon the separate opinions of Cayman
      Island, Seychelies and Hong Kong legal counsel, as applicable; 

     

    (b) Han
      Kun
      Law Offices, Beijing, PRC, counsel to Chinacomm, as to (i) consummation of
      all of the Chinacomm transactions contemplated by the Chinacomm Agreements,
      (ii) the obtaining by Chinacomm, Trussnet Gulfstream, and Yunji of all
      required approvals and consents from all PRC Regulatory Authorities having
      jurisdiction over such Chinacomm Parties; and (iii) the validity and
      enforceability of the WiMAX License, as so renewed in accordance with Section
      5.1.6 above; and

     

    (c) Global
      Law Office, Beijing, PRC, counsel to Trussnet, as to the validity and compliance
      with Applicable Laws in the PRC of the Chinacomm Agreements and the VIE joint
      venture structure contemplated thereby, and such other matters as the Purchaser
      may reasonably request. 

     

    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

     

    5.1.11 Purchaser
      Legal Opinion.
      A
      condition to the obligation of the Company and Trussnet to consummate the
      transactions contemplated by this Agreement shall be that on or before the
      Closing Date, the Company and Trussnet shall have received a favorable legal
      opinion from Hodgson Russ LLP, counsel to the Purchaser, with respect to the
      matters set forth in Sections 4.1, 4.2, 4.4 and 4.5(b) of this Agreement
      provided, that such counsel may rely upon a separate legal opinion of Maples
      and
      Calder, Cayman Island counsel to the Purchaser.

     

    5.1.12 Purchaser
      Board Approval. A
      condition to the obligation of the Company and Trussnet to consummate the
      transactions contemplated by this Agreement shall be that on or before 5:00
      P.M.
      (California time), the Purchaser or its legal counsel shall have confirmed
      in
      writing to the Company and its counsel by email or facsimile transmission that
      the board of directors of the Purchaser shall have approved this Agreement
      and
      the transactions contemplated hereby.

     

    ARTICLE
      VI

     

    COVENANTS
      OF THE PARTIES

     

    6.1. Full
      Access.
      During
      the period from the Effective Date of this Agreement to the Closing, the Company
      shall, upon reasonable notice, afford to the Purchaser and its representatives
      (including, without limitation, officers and employees of the Purchaser and
      counsel, accountants and other professionals retained by the Purchaser), such
      access during normal business hours to its books, records, properties and such
      other information as the Purchaser may reasonably request for the purpose of
      conducting any review or investigation reasonably related to the transactions
      contemplated hereby, provided that such access shall not interfere with the
      normal business operations of the Company. 

     

    6.2. Disclosure
      Assistance.
      Each
      Party shall fully cooperate with the other Party in the preparation of all
      documentation required to be filed with the SEC (including all exhibits and
      amendments thereto) in connection with the Stock Purchase and to provide all
      information requested by the SEC or any other regulatory party. The Parties
      shall cooperate with one another in making public announcements concerning
      the
      transactions contemplated hereby; provided, that no such announcements shall
      be
      made by any Party until the condition specified in Section
      5.1.12
      of this
      Agreement shall have been satisfied.. The Purchaser hereby represents that
      within three days of the execution of this Agreement it shall commence the
      preparation of proxy materials to be delivered to its shareholders seeking
      approval of the Stock Purchase.

     

    6.3. Confidentiality.
      Each
      Party agrees to keep in confidence any confidential information learned about
      the other Party either in the course of negotiating this Agreement or in
      conducting the due diligence investigation contemplated hereunder, except for
      information which: (i) was public knowledge at the time of the disclosure
      of such information; (ii) is required to be disclosed by law; or
      (iii) comes into the receiving party’s possession from a source which the
      receiving party reasonably believes owes no duty of confidentiality to the
      disclosing party.


    
      
        
        

      

      
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    6.4. Board
      of Directors.
      No
      later than five days prior to Closing, the Purchaser and the Company shall
      agree
      upon a list of five members to comprise the Board of Directors of the Company
      as
      of the Closing Date, a majority of which members of the Board of Directors
      shall
      be selected by or otherwise acceptable to the Purchaser (the “Initial
      Board of Directors”).
      The
      Purchaser and George Alvarez agree that they shall vote all Class A Common
      Shares, Class B Common Shares and Series A Preferred Shares (if any), in a
      manner which shall assure the continued election of each of the Initial Board
      of
      Directors. In the event a member of the Initial Board of Directors resigns
      or
      otherwise cannot continue to serve upon the Board of Directors of the Company,
      then the approval of both the Purchaser and the other holder(s) of the Class
      B
      Common Shares shall be required to appoint a new member to the Board of
      Directors of the Company. The voting requirements set forth in this Section
      6.4
      shall
      continue so long as the Purchaser continues to own of record eighty percent
      (80%) of the aggregate number of Class A Common Shares and Equivalents acquired
      under this Agreement or ten (10) years, whichever occurs first.

     

    6.5. Company
      Negative Covenants.
      So long
      as the Purchaser shall be the beneficial owner of eighty percent (80%) of the
      aggregate number of Class A Common Shares and Equivalents acquired by the
      Purchaser under this Agreement, the Company shall not take any of the following
      actions without the prior approval or consent of either (i) the Purchaser,
      or
      (ii) the holders of at least 80% of the holders of the Class B Common
      Shares:

     

    6.5.1. Issue,
      at
      an issuance price or conversion or exercise price per Class A Share which shall
      be less
      than the
      Per Share Price at which the Purchaser acquired its Class A Shares (subject
      to
      adjustments for any stock split or recapitalization of the Company), any
      securities of the Company or Trussnet, including, without limitation, any Class
      A Common Shares, Class B Common Shares, Series A Preferred Shares, or other
      securities convertible into or exercisable for any Class A Shares.

     

    6.5.2. Acquire,
      for a total consideration in excess of $20,000,000, whether through merger,
      stock purchase, asset purchase, tender offer or other means, the stock, assets
      or operations of any other entity or business;

     

    6.5.3. Cause
      or
      permit the Company, Trussnet or any of the Trussnet Subsidiaries to incur any
      purchase money indebtedness, indebtedness for borrowed money , enter into any
      leases that would be capital leases under GAAP or guaranty the obligations
      of
      any other Person, including the Chinacomm Parties (collectively, “Indebtedness”)
      where
      the aggregate of any such Indebtedness shall at any time, individually or in
      the
      aggregate, exceed $100 million;

     

    6.5.4. With
      the
      exception of the Chinacomm Agreements and the Employment Agreement, enter into
      any agreement with an Affiliate;

     

    6.6.5 Revise
      or
      amend any agreement with an Affiliate (including the terms of the Chinacomm
      Agreements and the Employment Agreement; or

     

    6.6.6 Until
      a
      date which shall be five (5) years from the Closing Date, any vote or decision
      by the Company to effect a Sale of Control of the Company, Trussnet or any
      Trussnet Subsidiaries. 

     

    
      
        
          
          

        

        
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    The
      negative covenants set forth in this Section
      6.6
      shall be
      of no further force or effect in the event of a Sale of Control of the Purchaser
      to any unaffiliated Person that is in the telecommunications industry and
      engaged in activities that are, or could reasonably be expected to be,
      competitive with the business of the Company, the Company Subsidiaries or
      Chinacomm.

     

    6.7. Adjustments
      to Purchaser’s Class B Shares.
      As of
      the expiration of the Post-Closing Option Period, the Parties shall calculate
      the aggregate number of Class A Common Shares and Equivalents owned by the
      Purchaser and divide this by the aggregate number of Class A Common Shares
      then
      issued and outstanding and the result thereof shall be the “Purchaser’s
      Class A Percentage Interest”
as
      at
      such date (the “Post-Closing
      Class A Percentage Interest”).
      In
      the event the Purchaser’s Post Closing Class A Percentage Interest shall
      thereafter decrease, whether as a result of either (a) the issuance by the
      Company of additional Class A Common Shares or other securities convertible
      into
      or exercisable for Class A Common Shares (not subject to any anti-dilution
      right) or (b) the sale by the Purchaser of any Class A Common Shares or Series
      A
      Preferred Shares, then and in such event the Purchaser’s Post-Closing Class A
      Percentage Interest shall be recalculated after giving effect to such issuance
      by the Company or sale by the Purchaser and the same shall be deemed the
“Adjusted
      Class A Percentage Interest”.
      The
      difference between the Purchaser’s Post-Closing Class A Percentage Interest and
      the Adjusted Class A Percentage Interest shall be referred to herein as the
      “Purchaser’s
      Percentage Decrease”.
      Upon
      the occurrence of the Purchaser’s Percentage Decrease, a number of Class B
      Common Shares held by the Purchaser as determined by multiplying the aggregate
      number of Class B Common Shares then owned by the Purchaser by the Purchaser’s
      Percentage Decrease shall be transferred to the Class B Holders (other than
      the
      Purchaser) on a pro rata basis. 

     

    The
      following is intended as an example by way of illustration only:

     

    Assuming
      that at the expiration of the Post-Closing Option Period, the Purchaser is
      the
      holder of 30,000,000 Class B Common Shares and 100,000,000 Class A Common
      Shares. Further, the aggregate issued and outstanding Class A Common Shares
      of
      the Company is 220,000,000 Class A Common Shares. The Purchaser’s Post-Closing
      Class A Percentage Interest would then be 45.45% of all Class A Common Shares.
      The Purchaser thereafter sells 20,000,000 of its Class A Common Shares, causing
      the Purchaser’s Adjusted Class A Percentage Interest to be 36.36% (80.0 million
      divided by 220.0 million), representing a Purchaser’s Percentage Decrease of
      9.09%. As a result 2,727,000 of the Class B Common Shares held by the Purchaser
      would be transferred to the other Class B Holders on a pro rata basis,
      calculated as the 9.09% Purchaser’s Percentage Decrease multiplied by
      30,000,000.

     

    6.8 Conflicting
      Commitments.  

     

    (a) From
      the
      date of execution of this Agreement and through and including such date which
      shall be the earlier
      to
      occur
      of (a) the five (5) Business Days following the WiMAX License Renewal Date,
      or
      (b) the termination of this Agreement by mutual agreement of the Parties prior
      to such WiMAX Renewal Date, except and then only to the extent otherwise
      provided in Section
      4.14
      of this
      Agreement, neither the Company, Trussnet, nor any officer, director,
      shareholder, financial advisor or other Affiliate of any of the Company or
      Trussnet, shall (i) enter into any legally binding agreement, commitment, or
      other arrangement that would involve the issuance and sale or transfer of any
      securities of the Company or of any of the material assets or properties of
      the
      Company or Trussnet (whether by stock sale, asset sale, merger, joint venture,
      consolidation or like combination), or (ii) enter into any other legally binding
      arrangements or agreements that could reasonably be expected to make the
      transactions contemplated by this Agreement impossible or impracticable (each
      a
“Conflicting
      Commitment”).
      

     

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    (b) The
      Company shall notify the Purchaser by fax or email immediately upon receipt
      of
      notice of Chinacomm having obtained the WiMAX License Renewal. Notwithstanding
      the provisions of Section
      6.8(a)
      above,
      if the Purchaser then advises the Company in writing that (i) it has received
      a
      term sheet or other proposals satisfactory to the Purchaser from one or more
      Persons for a minimum amount of the additional financing contemplated by
Section
      5.1.9
      of this
      Agreement, and (ii) it will hold its stockholders’ meeting within the next five
      (5) Business Days, the Company will not directly or indirectly enter into any
      such Conflicting Commitment during such five (5) Business Day period. In
      addition, if the Purchaser shall obtain the requisite shareholder approval
      contemplated by Section 5.1.1 of this Agreement, the Company shall not
      thereafter enter into any Conflicting Commitment.

     

    6.9 Use
      of Proceeds. The
      aggregate proceeds payable by the Purchaser to the Company in respect of the
      Purchase Price, shall be used by the Company solely for the purchase of
      providing financing to enable ChinaComm or its Affiliates to construct, install
      and operate the WiMAX Installations in up to 29 cities in China pursuant to
      the
      WiMAX License. The application of such Purchase Price shall include the purchase
      of equipment and other capital assets being leased or subleased to China Comm.
      The Company shall provide to the Purchaser a detailed budget as to the
      application of such Purchase Price and shall arrange, through the Chinacomm
      Agreements, to insure in a manner reasonably acceptable to Purchaser that such
      proceeds are being used as intended by the Parties and the budget.

     

    6.10 Participation
      in Future Financings. 

     

    (a) In
      the
      event that, on any on or more occasions during the five (5) year period of
      time
      following the Closing Date, the Company shall elect to issue and sell for cash
      any additional securities of the Company (each a “Financing”)
      and
      shall receive any proposals for such purchases and Financing(s) from any other
      Person (each, a “Financing
      Proposal”),
      it
      shall promptly provide to the Purchaser a full and complete copy of each such
      Financing Proposal and each of the amendments or modifications thereto The
      Purchaser shall have the right, but not the obligation, upon notice to the
      Company and such Person providing the Financing Proposal, to participate in
      such
      additional Financing (a) initially, in an amount equal to up to one hundred
      percent (100%) of the first $200.0 million dollar amount of securities to be
      issued in any one or more of such proposed Financing(s), and (b) thereafter,.
      in
      an amount equal to up to fifty percent (50%) the aggregate dollar amount of
      securities in excess of $200.0 million that are to be issued in any such
      proposed Financing; in each case, all upon the same terms and conditions set
      forth in the applicable Financing Proposal and/or in any definitive financing
      documentation relating to such Financing. 

     

    (b) To
      facilitate the foregoing, the Company shall provide the Purchaser or its
      representatives with access to the Person or Person providing such Financing
      Proposal and full and complete copies of all legal and related documents issued
      by the Company or such other Person(s) in connection therewith.

     

    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    (c) The
      foregoing right to participate in future financings shall not be deemed to
      be or
      construed as a “right of first refusal” granted to the Purchaser.

     

    6.11 Lock-Up
      Agreements. On
      the Closing Date, each of the Purchaser and all of the other Management
      Stockholders shall enter into agreements with the Company (the “Lockup
      Agreements”)
      pursuant to which such Persons shall each agree not to effect any public sale
      or
      distribution of any of their Class A Common Shares or Series A Preferred Shares
      for a period equal to twelve (12) months following the Closing Date (the
“Restricted
      Period”).

     

    ARTICLE
      VII

     

    ADDITIONAL
      RIGHTS AND OBLIGATIONS

     

    7.1. Termination.
      This
      Agreement may be terminated and the transactions contemplated herein may be
      abandoned at any time prior to the Closing:

     

    (a) by
      mutual
      consent of the Purchaser and the Company;

     

    (b) by
      the
      Purchaser or the Company, if the condition specified in Section 5.1.12 shall
      not
      have been satisfied by 5:00 P.M. (California time) on July 8, 2008;

     

    (c) by
      the
      Purchaser, in the event the results of its Due Diligence Investigation shall
      not
      be satisfactory in the sole judgment and discretion of the
      Purchaser;

     

    (c) by
      the
      Purchaser, if the Purchaser shall be unable to obtain by the Outside Closing
      Date, the minimum $115,000,000 of additional financing contemplated hereby,
      all
      upon terms and conditions acceptable to Purchaser; 

     

    (d) by
      the
      Company, if the terms of the additional financing commitments made available
      to
      the Purchaser on or before the Outside Closing are not reasonably acceptable to
      the Company;

     

    (e) by
      the
      Purchaser, in the event of the breach of any material representation and
      warranty of the Company and Trussnet contained herein or the failure of the
      Company or Trussnet to perform all material obligations and conditions on their
      part to be performed under this Agreement on or before the Closing
      Date;

     

    (f) by
      the
      Company, in the event of the breach of any material representation and warranty
      of the Purchaser contained herein or the failure of the Purchaser to perform
      all
      material obligations and conditions on its part to be performed under this
      Agreement on or before the Closing Date;

     

    (g) by
      either
      the Purchaser or by the Company upon the failure of the satisfaction of a
      condition the obligations of the other Party or Parties to consummate the
      transactions contemplated hereby, as set forth in Section 5.1 herein on or
      prior
      to the Outside Closing Date, provided, however, that a Party seeking to so
      terminate this Agreement pursuant to this Section 7.1(g) shall have made a
      good
      faith effort to satisfy any condition precedent on its part to be
      performed;

     

    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    (h) by
      the
      Company, in the event the transactions contemplated by this Agreement have
      not
      been consummated on a date which shall be five (5) Business Days following
      the
      WiMAX License Renewal Date (the “Outside
      Closing Date”);
      provided, however, that the Company reserves the right to extend the Outside
      Closing Date to a date which shall be twenty (20) Business Days following the
      WiMAX License Renewal Date, or such later date as the Parties hereto may
      mutually agree.

     

    A
      Party
      terminating this Agreement pursuant to this Section shall give written notice
      thereof to the other Party hereto, whereupon this Agreement shall terminate
      and
      the transactions contemplated hereby shall be abandoned without further action
      by any Party; provided, however, that if such termination is the result of
      a
      breach of this Agreement, nothing herein shall affect the non-breaching Party’s
      right to damages on account of such other Party’s breach. 

     

    7.2 Notwithstanding
      the provisions of Section 7.1 above, or any other provisions contained in this
      Agreement, any Exhibit or schedule hereto or in any of the Chinacomm Agreements,
      each of the Company and Trussnet, on behalf of themselves and each of their
      Affiliates, does hereby irrevocably and unconditionally covenant and agree
      that
      they shall not have any right, title, interest or claim of any kind (a “Claim”)
      in or to any monies in the $115,000,000 Trust Fund maintained by the Purchaser
      for the benefit of its public shareholders. Accordingly, each of the Company
      and
      Trussnet, on behalf of themselves and each of their Affiliates, hereby waives
      any Claim that it or they may have in the future as a result of, or arising
      out
      of, this Agreement or any of the transactions contemplated hereby, and agree
      that none of them shall seek recourse against such trust fund for any reason
      whatsoever.

     

    7.3. Expenses.
      Each of
      the Parties hereto shall pay such Party's Transaction Express in connection
      with
      this Agreement, other than as a result of the breach hereof by any other party
      hereto.

     

    7.4. Brokerage
      Commissions.
      The
      Purchaser represents that there are no brokerage or similar fees to be paid
      by
      Purchaser in connection with the Stock Purchase. The Company acknowledges and
      agrees that it shall be responsible for any and all fees of Knight Capital
      Partners, Inc. arising from the transactions contemplated by this
      Agreement.

     

    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VIII

     

    ADDITIONAL
      MISCELLANEOUS PROVISIONS

     

    8.1. Executed
      Counterparts.
      This
      Agreement may be executed in any number of original, fax, electronic, or copied
      counterparts, and all counterparts shall be considered together as one
      agreement.

     

    8.2. Successors
      and Assigns.
      Except
      as expressly provided in this Agreement, each and all of the covenants, terms,
      provisions, conditions and agreements herein contained shall be binding upon
      and
      shall inure to the benefit of the successors and assigns of the Parties
      hereto.

     

    8.3. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of New York, without giving
      effect to any choice or conflict of law provision or rule (whether of the State
      of New York or any other jurisdiction) that would cause the application of
      the
      laws of any jurisdiction other than the State of New York. In the event of
      a
      dispute related to or arising from the terms of this Agreement, such dispute
      shall be resolved before the American Arbitration Association in New York City,
      New York.

     

    8.4. Amendment.
      This
      Agreement may be amended or modified only by a writing signed by all
      Parties.

     

    8.5. Waiver.
      No
      failure by any Party to insist on the strict performance of any covenant, duty,
      agreement, or condition of this Agreement or to exercise any right or remedy
      on
      a breach shall constitute a waiver of any such breach or of any other covenant,
      duty, agreement, or condition. No
      course of dealing between the Parties, nor any failure to exercise, nor any
      delay in exercising, any right, power or privilege of either Party shall operate
      as a waiver thereof, nor shall any single or partial exercise of any right,
      power, or privilege hereunder preclude any other or further exercise thereof
      or
      the exercise of any other right, power or privilege.

     

    8.6. Assignability.
      This
      Agreement is not assignable by either Party without the expressed written
      consent of all Parties.

     

    8.7. Notices.
      All
      notices, requests and demands hereunder shall be in writing and delivered by
      hand, by facsimile transmission, by E-Mail, by mail, by telegram, or by
      recognized commercial over-night delivery service (such as Federal Express,
      UPS,
      or DHL), and shall be deemed given: (a) if by hand delivery, upon such
      delivery; (b) if by facsimile transmission, upon telephone confirmation of
      receipt of same; (c) if by E-Mail, upon confirmation of receipt of same;
      (d) if by mail, forty-eight (48) hours after deposit in the United States mail,
      first class, registered or certified mail, postage prepaid; (e) if by
      telegram, upon telephone confirmation of receipt of same; or (f) if by
      recognized commercial over-night delivery service, upon such
      delivery.

     

    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

    
      	
              If
                to the Purchaser:

            	
              Asia
                Special Situation Acquisitions Corp.

            
	 	
              c/o
                M
                & C Corporate Services Limited

            
	 	
              P.O.
                Box 309GT, Ugland House

            
	 	
              South
                Church Street

            
	 	
              George
                Town, Grand Cayman

            
	 	
              Attention:
                Gary Hirst, Esq.

            
	 	
              Telephone:
                

            
	 	
              Facsimile:
                

            
	 	
              E-Mail:
                gary@axiat.com

            
	 	 
	
              With
                a copy to:

            	
              Stephen
                A. Weiss, Esq.

            
	 	
              HodgsonRuss

            
	 	
              1540
                Broadway, 24th Floor

            
	 	
              New
                York, New York 10036-4039

            
	 	
              Telephone:
                (646) 218-7606

            
	 	
              Facsimile:
                (212) 751-0928

            
	 	
              E-Mail:
                sweiss@hodgsonruss.com

            
	 	 
	
              If
                to the Company:

            	
              China
                Tel Group, Inc.

            
	 	
              8105
                Irvine Center Drive, Suite 800

            
	 	
              Irvine,
                California 92618

            
	 	
              Attention:
                George Alvarez

            
	 	
              Telephone:
                (949) 453-1775

            
	 	
              Facsimile:
                (949) 453-1822

            
	 	
              E-Mail:
                galvarez@trussnet.net

            
	 	 
	
              With
                a copy to:

            	
              Lawrence
                W. Horwitz, Esq.

            
	 	
              HORWITZ,
                CRON & JASPER, P.L.C.

            
	 	
              Four
                Venture Plaza Suite 390

            
	 	
              Irvine,
                California 92618

            
	 	
              Telephone:
                (949) 450-4942

            
	 	
              Facsimile:
                (949) 453-8774

            
	 	
              E-Mail:
                lhorwitz@hclaw.biz

            


    

    


    8.8. Recitals.
      The
      facts recited under Recitals above, are hereby conclusively presumed to be
      true
      as between and affecting the Parties.

     

    8.9. Consents,
      Approvals, and Discretion.
      Except
      as herein expressly provided to the contrary, whenever this Agreement requires
      consent or approval to be given by a Party, or a Party must or may exercise
      discretion, the Parties agree that such consent or approval shall not be
      unreasonably withheld, conditioned, or delayed, and such discretion shall be
      reasonably exercised. Except as otherwise provided herein, if no response to
      a
      consent or request for approval is provided within ten (10) days from the
      receipt of the request, then the consent or approval shall be presumed to have
      been given.

     

    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

     

    8.10. No
      Third Party Beneficiaries.
      This
      Agreement has been entered into solely by and between the Parties, solely for
      their benefit. There is no intent by either Party to create or establish a
      third
      party beneficiary to this Agreement, and no such third party shall have any
      right to enforce any right, claim, or cause of action created or established
      under this Agreement.

     

    8.11. Best
      Efforts.
      The
      Parties shall use and exercise their best efforts, taking all reasonable,
      ordinary and necessary measures to ensure an orderly and smooth relationship
      under this Agreement, and further agree to work together and negotiate in good
      faith to resolve any differences or problems which may arise in the
      future.

     

    [The
      remainder of this page intentionally left blank. Signature page to
      follow.]

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the Parties, and shall be effective as
      of
      and on the Effective Date.

     

    
      
        	
                PURCHASER:

              	
                 

              	
                COMPANY:

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                ASIA
                  SPECIAL SITUATION ACQUISITION CORP.,
                  

                a
                  Cayman Island corporation

              	
                 

              	
                CHINA
                  TEL GROUP, INC.,
                  a
                  Nevada Company

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                By
                  

              	
                /s/
                  Gary T. Hirst

              	 	
                By
                  

              	
                /s/
                  George Alvarez

              
	
                 

              	
                Signature

              	
                 

              	
                 

              	
                Signature

              
	
                 

              	
                Gary
                  T. Hirst

              	
                 

              	
                 

              	
                George
                  Alvarez

              
	
                 

              	
                Print
                  Name

              	
                 

              	
                 

              	
                Print
                  Name

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	 	
                Its

              	
                President

              	
                 

              	
                 

              	
                Its

              	
                Chief
                  Executive Officer

              
	
                 

              	
                 

              	
                Print
                  Title

              	
                 

              	
                 

              	
                 

              	
                Print
                  Title

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Dated

              	
                July
                  8, 2008

              	
                 

              	
                Dated
                  

              	
                July
                  8, 2008

              


      

       

    

    
      
        	
                TRUSSNET:

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                TRUSSNET
                  USA, INC,
                  a
                  Nevada Company

              	
                 

              
	
                 

              	
                 

              
	
                By

              	
                /s/
                  George Alvarez

              	
                 

              
	
                 

              	
                Signature

              	
                 

              
	
                 

              	
                George
                  Alvarez

              	
                 

              
	
                 

              	
                Print
                  Name

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                Its

              	
                Chief
                  Executive Officer

              	
                 

              
	
                 

              	
                 

              	
                Print
                  Title

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                Dated 

              	
                July
                  8, 2008

              	
                 

              
	 	 	 	 
	
                With
                  respect to the provisions of Section 6.4, Section 6.5 and Section
                  7.2
                  only:

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              
	
                George
                  Alvarez:

              	
                 

              
	 	 
	
                By

              	
                /s/
                  George Alvarez

              	
                 

              
	
                 

              	
                Print
                  Name: George Alvarez

              	
                 

              


      

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

     

    DESCRIPTION
      OF CLASS B COMMON STOCK OF

     

    CHINA
      TEL GROUP INC.

     

    The
      preferences, voting powers, qualifications and special or relative rights or
      privileges of China Tel Group, Inc. (the "Company") shares of Class B Common
      Stock, $0.0001 par value per share (the "Class B Common"), shall be as
      follows:

     

    
      	 	
              1.

            	
              Authorized
                Amount.

            


    

     

    There
      are
      hereby authorized 200,000,000 shares of Series B Common Stock, subject to this
      Description. The authorized shares of Class B Common Stock shall not be
      increased unless the holders of Eighty-Five Percent (85%) of the issued and
      outstanding shares of Class B Common Stock vote in favor of increasing the
      number of authorized Class B Common Stock.

     

    
      	 	
              2.

            	
              Voting.

            


    

     

    Each
      holder of a share of Class B Common Stock shall have the right to cast ten
      (10)
      votes for each share of Class B Common Stock held by such shareholder at any
      duly called meeting of shareholders or pursuant to a written consent of
      shareholders 

     

    
      	 	
              3.

            	
              No
                Economic Interest or Right to Dividends.

            


    

     

    (a) The
      Class
      B Common Stock shall have no economic interest in the assets or properties
      of
      the Company, nor shall the holders of any shares of Class B Common Stock be
      entitled to receive any consideration, or share in the receipt of any
      consideration, available to other holders of securities of the Company in
      connection with (i) the sale or transfer of any securities or assets of the
      Company (whether through stock sale, asset sale, merger, tender offer,
      consolidation or like combination), or (ii) the transfer of any shares of Class
      B Common Stock to any other Person. 

     

    (b) The
      holders of Class B Common Stock shall not be entitled to the payment of any
      dividends payable by the Company, in cash or in kind. 

     

    
      	
            	4.	
              No
                Rights on Liquidation.

            


    

     

    In
      the
      event of any liquidation, dissolution or winding up of the Company, whether
      voluntary or involuntary, the holders of shares of Class B Common Stock shall
      not be entitled to receive any cash, cash-in-kind or assets whatsoever of the
      Company.

     

    
      	
            	5.	
              Conversion.

            


    

     

    The
      Class
      B Common Stock shall have no rights to convert into any other authorized shares
      of the Company.

     

    
      	
            	6.	
              Transferability.

            


    

     

    The
      consent of Eighty-One Percent (81%) of the issued and outstanding shares of
      Class B Common Stock shall be required for any holder of Class B Common Stock
      to
      sell, assign, or transfer any shares of Class B Common Stock to any third party,
      or to grant proxies or voting rights with respect to any shares of Class B
      Common Stock, except for any proxies granted to George Alvarez relating to
      the
      Class B Common Stock.

     

    
      
        
          	
                	7.	
                  Redemption
                    Rights.

                


        

      

    

     

    The
      Company shall redeem the Class B Common Stock on July 1, 2023 (the “Redemption
      Date”). On the Redemption Date each share of Class B Common Stock shall be
      redeemed by the Company at the par value ($0.0001) of the shares of Class B
      Common Stock.

     

    
      
        
           

        

        
          Page
            1 of
            1

          
            

          

        

        
          
          

        

      

    

     

    DESCRIPTION
      OF SERIES A PREFERRED STOCK OF

     

    CHINA
      TEL GROUP INC.

     

    The
      preferences, voting powers, qualifications and special or relative rights or
      privileges of China Tel Group, Inc. (the "Company") shares of Series A Preferred
      Stock, $0.0001 par value per share (the "Series A Preferred Stock"), shall
      be as
      follows:

     

    
      	
            	1.	
              Authorized
                Amount.

            


    

     

    There
      are
      hereby authorized 25,000,000 shares of Series A Preferred Stock, subject to
      this
      Description. The Series A Preferred shall have a $0.0001 par value per share
      and
      a $10.00 liquidation or stated value per share (the “Stated
      Value”).

     

    
      	 	
              2.

            	
              Voting.

            


    

     

    Each
      share of Series A Preferred Stock shall have the right to cast votes at any
      duly
      called meeting of shareholders or pursuant to a written consent of shareholders.
      Each share of Series A Preferred Stock shall be entitled to vote as if the
      Series A Preferred Stock were converted into Class A Common Shares in
      accordance with Section 5 herein.

     

    
      	
            	3.	
              Dividends.

            


    

     

    The
      holders of Series A Preferred Stock shall be entitled to receive a quarterly
      cash dividend in respect of the Stated Value of each share of Series A Preferred
      held (payable in equal quarterly amounts) as shall be equal to the same rate
      of
      any annual interest or annual dividends payable by Asia Special Situation
      Acquisition Corp. (“ASSAC”) in connection with obtaining of up to $150,000,000
      of additional financing through the sale by ASSAC of notes, debentures or
      preferred shares of ASSAC (the “ASSAC Senior Securities”), as contemplated by
      that certain Stock Purchase Agreement dated July 8, 2008 among the Company,
      Trussnet USA, Inc. and ASSAC (the “Stock Purchase Agreement”), to which this
      Description is an exhibit. The dividend shall be paid by the Company to the
      holders of the Series A Preferred Stock on September 30, December 31, March
      31
      and June 30 each year. The dividend shall be cumulative in the event the Company
      is without sufficient funds to pay the dividend when due.

     

    
      	
            	4.	
              Rights
                on Liquidation.

            


    

     

    In
      the
      event of any liquidation, dissolution or winding up of the Company, whether
      voluntary or involuntary, the holders of shares of Series A Preferred Stock
      shall be entitled to a liquidation preference over the holders of all classes
      or
      series of the common stock of the Company in the sum of par value ($10.00)
      for
      each share of Series A Preferred Stock issued and outstanding plus any unpaid
      or
      accrued dividends owing to the holders of the Series A Preferred
      Stock.

     

    
      
        
           

        

        
          Page
            1 of
            3

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          	
                	5.	
                  Conversion.
                    

                


        

      

    

     

    (a) The
      Series A Preferred Stock shall be convertible at the option of the holder,
      unless otherwise set forth herein. In the event of a conversion, each Series
      A
      Preferred Stock share shall convert into shares of Class A Common Stock of
      the
      Company at the Conversion Rate. The Conversion Rate per share of Series A
      Preferred shall be $10.00 divided by the Purchase Price per share of Class
      A
      Common Shares paid by ASSAC pursuant to the Stock Purchase Agreement, to which
      this Description is an Exhibit (the "Conversion Rate").

     

    (b) Subject
      at all times to ASSAC’s right to retain shares of Series A Preferred in
      aggregate dollar Stated Amount equal to the then aggregate outstanding principal
      or stated amount of any ASSAC Senior Securities, all or an applicable portion
      of
      the Series A Preferred Stock shares shall automatically convert into shares
      of
      CHTL Class A Common Stock at the Conversion Rate, in the event
      that:

     

    (i) the
      weighted average trading price of CHTL Class A Common Stock exceeds five (5)
      times the per share Purchase Price of the Class A Common Shares for twenty
      (20)
      consecutive trading days;

     

    (ii) the
      Class
      A Common Stock of the Company is traded on the NASDAQ Stock Exchange, the
      American Stock Exchange or the New York Stock Exchange;

     

    (iii) the
      Class
      A Common Stock into which any shares of Series A Preferred Shares shall be
      converted have been registered for resale under the Securities Act of 1933,
      as
      amended, or may be immediately sold without volume or other limitations pursuant
      to Rule 144, as promulgated under the Securities Act; and

     

    (iv) the
      average weekly trading volume of the CHTL Class A Common Stock for four
      consecutive weeks shall be not less than 1,000,000 shares per week.

     

    (c) Anti-Dilution
      Provisions.
      In the
      event the Company shall reclassifies its Class A Common Stock or effect any
      split of or otherwise recapitalizes its Class A Common Stock, the number of
      shares into which the holder of Series A Preferred convert shall be adjusted,
      so
      that the aggregate outstanding shares before and after such transaction shall
      have the same value as before the transaction.

     

    (d) Sale
      of Control. 
      In the
      event of a Sale of Control, as defined in the Stock Purchase Agreement, each
      share of Series A Preferred Stock shall automatically convert into shares of
      Class A Common Stock of the Company in accordance with this
      Description.

    


    (e) Definition. The
      term
      "Class A Common Stock" as used in this Section shall mean the shares of the
      Class A Common Stock of the Company, authorized at the date of the initial
      issuance of the Series A Preferred Stock or, in case of a reclassification
      or
      exchange of such Class A Common Stock, shares of the stock into or for which
      such Class A Common Stock shall be reclassified or exchanged and all provisions
      of this Section 5 shall be applied appropriately thereto and to any stock
      resulting from any subsequent reclassification or exchange thereof.

     

    
      	
            	6.	
              Transferability.

            


    

     

    The
      shares of Series A Preferred Stock shall not be sold, transferred or encumbered
      unless and until converted into Class A Common Stock.


    
      
        
        

      

      
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            	7.	
              Redemption
                of Series A Preferred Stock.

            


    

     

    (a) Optional
      Redemption
      Upon not
      less than 90 days prior written notice to the holders, the Company shall have
      the right (but not the obligation) to redeem the Series A Preferred Stock shares
      on a date which shall be on or after seven (7) years after the issuance of
      the
      Series A Preferred Stock shares (the “Optional Redemption Date”). On the
      Optional Redemption Date, unless previously converted by the holder into Class
      A
      Common Stock, each share of Series A Preferred Stock may be redeemed by the
      Company at a cash price of Ten Dollars ($10.00) plus any accumulated dividend
      owing to the holders of the Series A Preferred Stock by the Company as of the
      Optional Redemption Date.

     

    (b) Mandatory
      Redemption.
      It is
      understood that ASSAC shall have issued the ASSAC Senior Securities in order
      to
      obtain the financing necessary to acquire the Series A Preferred Stock. The
      terms and conditions of the ASSAC Senior Securities shall have been disclosed
      to
      and approved by the Company prior to the issuance of the ASSAC Senior
      Securities. The Company shall be obligated to redeem the Series A Preferred
      Stock shares on the date and in the amount that ASSAC is required to redeem,
      payoff or otherwise liquidate all or a portion of the ASSAC Senior Securities.
      Upon a determination of the exact terms of the ASSAC Senior Securities, the
      Company shall amend this Description to the satisfaction of ASSAC in order
      to
      provide assurances to ASSAC that the Company shall be obligated to provide
      funds
      to ASSAC for the purpose of ASSAC discharging its obligations under the ASSAC
      Senior Securities.


    
      
         

      

      
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