chinatel_8k-ex1003.htm


    EXHIBIT
10.3

    


    PLEDGE
AGREEMENT

     

    THIS PLEDGE AGREEMENT ("Agreement"), dated as
of ___________ __, 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION
CORP., a Cayman Island corporation ("ASSAC"), having an
office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House,
South Church Street, George Town, Grand Cayman; CHINA TEL GROUP, INC., a
Nevada corporation (“CHTL”) having an
office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618; and HORWITZ, CRON & JASPER,
P.L.C., a law firm formed under the laws of the State of California (the
“Collateral
Agent”)   and having an office at Four Venture Plaza,
Suite 390, Irvine, CA 92618. ASSAC, CHTL and their respective officers,
directors, shareholders, authorized representatives and affiliates are
hereinafter sometimes collectively referred to as the “Business
Parties.”

     

    W I T N E S S E T
H:

     

    WHEREAS,
on the date hereof, the ASSAC has purchased from CHTL certain shares of Class A
common stock (“Class A
Common Shares”) and Series A preferred stock (“Series A Preferred
Shares”) of CHTL (collectively, the “Purchased
Securities”), pursuant to the terms of an amended and restated stock
purchase agreement, dated July __, 2008 (the “Purchase Agreement”);
and

     

    WHEREAS,
ASSAC has paid a portion of the purchase price for such Purchased Securities by
issuing and delivering to CHTL ASSAC’s non-interest bearing promissory note in
$____________ principal amount, due March 31, 2009, and dated of even date
herewith (the “Note”);
and

     

    WHEREAS,
in order to secure the payment and performance of the obligations, liabilities
and indebtedness of ASSAC in favor of CHTL under the Note, ASSAC has agreed to
pledge to the CHTL certain of the Purchased Securities specified below, and has
delivered such Purchased Securities to the Collateral Agent for the benefit of
CHTL;

     

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

    


    1.            Pledge; Non-Recourse
Obligation.

    


    (a)           ASSAC
hereby pledges, as pledgor, to CHTL, as pledgee, and grants to CHTL a first
priority lien on and security interest in all of ASSAC's right, title and
interest in and to an aggregate of __________ Series A Preferred Shares of CHTL
(collectively, the “Pledged Securities”),
together with all proceeds from the sale of the Pledged Securities, all
dividends paid in capital stock respect of the Pledged Securities and any
property or securities delivered to the holder of the Pledged Securities in
respect thereof in the event of a merger or takeover of CHTL by an unaffiliated
third party (collectively, with the Pledged Securities, the "Pledged
Collateral").


    
      
         


      

      
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     (b)           ASSAC
hereby agrees to execute and deliver to the Collateral Agent (i) the Pledged
Securities, (ii) assignments separate from the Pledged Securities substantially
in the form of Exhibit
A hereto, undated and appropriately endorsed in blank, with respect to
the Pledged Securities comprising the Pledged Collateral and (iii) if legally
required, such financing statements as the Collateral Agent may reasonably
request with respect to the Pledged Collateral (or, if execution by ASSAC is not
required pursuant to the applicable Uniform Commercial Code, ASSAC hereby
authorizes the Collateral Agent to file all financing statements deemed
necessary by CHTL to perfect the security interests granted hereunder), (iii)
take such other steps as CHTL may from time to time reasonably request to
perfect CHTL's security interest in the Pledged Collateral or any part thereof
under applicable law, and (iv) after the occurrence and during the continuance
of an Event of Default, to execute and deliver on behalf of ASSAC such other
documents of transfer as CHTL or the Collateral Agent may from time to time
reasonably require to enable CHTL to transfer the Pledged Collateral into the
name of CHTL or the name of its nominee (all of the foregoing are hereinafter
collectively referred to as the "Assignments").

    


    (c)           CHTL
hereby agrees to deliver to the Collateral Agent the original of the Note to be
held under this terms of this Agreement.  By its execution of this
Agreement, the CHTL does hereby acknowledge and agree that notwithstanding
anything to the contrary, express or implied, contained in this Agreement or in
the Note:

    


    (i)           Nothing
contained in the Note or any other agreement or instrument shall be deemed or
construed to constitute a guaranty or undertaking by ASSAC or any officer,
director, shareholder, employee, agent or consultant of ASSAC, or any other
person, of any of the obligations of ASSAC under the Note or this Agreement; it
being understood and agreed by CHTL that, absent the receipt by ASSAC of funds
from the issuance and sale of its securities or the exercise of outstanding
ASSAC warrants on or prior to the Maturity Date of the Note, ASSAC will not have
any funds or financial resources to pay all or any portion of its obligations
under the Note on the Maturity Date or otherwise;

    


    (ii)           CHTL hereby acknowledges and
agrees that the sole source for payment of the outstanding principal amount of
the Note shall be the proceeds from the issuance and sale of securities of ASSAC
or the foreclosure and transfer to CHTL of the Pledged Collateral under this
Agreement. Accordingly, and notwithstanding anything to the contrary, express or
implied, contained in the Note or in this Agreement:

    


    (i)           absent
only acts or omissions of ASSAC constituting actual fraud against CHTL, neither
ASSAC, ASSAC nor any officer, director, shareholder, employee, agent or
consultant of ASSAC, or any other person shall have any personal liability or
obligation to CHTL pursuant to the Note or this Agreement; and

    


               (ii)           except
for such Pledged Collateral, none of the assets or properties of ASSAC, or any
officer, director, shareholder, employee, agent or consultant of ASSAC, or any
other person (including without limitation any portion of the ordinary shares of
ASSAC owned by its existing shareholders or their transferees) shall be subject
to any claims, attachments, liens, security interests or rights in favor of
ASSAC to secure payment of the Note.

    


    2.           Security
for Secured Obligations.  The Pledged
Collateral secures the prompt and complete payment, performance and observance
of the Note (including, without limitation, all obligations and liabilities of
ASSAC thereunder).


    
      
         


      

      
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    3.           Delivery of Pledged
Securities.

    


    (a)           On
each occasion that the outstanding principal amount of this Note is prepaid in
part and reduced or paid in full, in accordance with the provisions of Section 5(b) of the
Note, a corresponding amount of the Pledged Securities (valued (i) as to the
Class A Common Shares of CHTL held under this Pledge Agreement at $2.25 per
share, and (ii) as to any shares of Series A Preferred Shares of CHTL held under
this Pledge Agreement, at the $10.00 per share purchase price) shall be released
by the Collateral Agent from this Pledge Agreement and delivered  to
the Maker, free and clear of all liens, claims and encumbrances created by such
Pledge Agreement.  The Collateral Agent shall deliver such of the
Pledged Securities to be released from this Pledge Agreement to ASSAC, within
not later than five (5) Business Days following receipt of confirmation, in a
form and manner reasonably satisfactory to the Collateral Agent, that a full or
partial prepayment of the Note has been made by or on behalf of
ASSAC.  Delivery of Pledged Collateral released from this Pledge
Agreement shall be made by the Collateral Agent to the Maker, c/o Hodgson Russ
LLP at 1540 Broadway, 24th floor, New York, New York 10036, attn: Stephen A.
Weiss, Esq. or such other person as
may be designated from time to time by ASSAC.

    


    (b)           In
the event and to the extent that the Note shall not have been paid in full by
the March 31, 2009 Maturity Date of the Note (unless such Maturity Date shall be
extended in writing by the Payee), the amount of the Pledged Securities then
being held under the terms of the Pledge Agreement which are not then subject to
release and delivery to ASSAC pursuant to Section 3(a) above), shall be returned
by the Collateral Agent to CHTL for cancellation and, simultaneous with such
return, this Note shall cancelled and shall be returned by the Collateral Agent
to ASSAC.  The Collateral Agent shall redeliver such of the Pledged
Collateral to be delivered to CHTL and CHTL shall deliver this Note to ASSAC, in
each case, within not later than five (5) Business Days following the Maturity
Date of the Note or the occurrence and continuation of an earlier “Event of
Default” under the Note and following receipt of confirmation, in a form and
manner reasonably satisfactory to the Collateral Agent, that the entire Note has
not been paid in full.

     

    4.           Pledged
Collateral Adjustments. If during
the term of this Agreement:

     

    (a)           any
non-cash dividend or distribution, reclassification, readjustment or other
change is declared or made in the capital structure of CHTL, or any option,
warrant or similar instrument included within the Pledged Collateral is
exercised, or both, or

     

    (b)           any
subscription, warrants, options shall be issued in connection with the Pledged
Collateral, then ASSAC shall (i) promptly deliver new, substituted and
additional shares, warrants, options, or other equity securities, issued by
reason of any of the foregoing, and all certificates and other instruments
evidencing the same to CHTL to be held under the terms of this Agreement and
shall constitute Pledged Collateral hereunder, and (ii) promptly deliver to CHTL
or the Collateral Agent  such additional Pledged
Collateral.

     

    5.           Remedies; Transfer of
Pledged Collateral and Cancellation of Note.

     

    (a)           In the event and to the extent any
portion of the Note shall not have been paid in cash on the March 31, 2009
Maturity Date of such Note, as its sole and exclusive remedy under this
Agreement and the Note, CHTL shall, upon not less than five (5) days
prior written notice to ASSAC and the Collateral Agent, cause the Collateral
Agent to transfer back to CHTL or its designee such portion of the Pledged
Collateral referred above to in Section 3(b) of this
Agreement.


    
      
         


      

      
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    (b)           At
the time the collateral Agent transfers the Pledged Collateral back to CHTL as
contemplated by Section 5(a) above,
such Collateral Agent shall also deliver to ASSAC the Note held under this
Agreement, marked, “cancelled.”

    


    6.           Representations
and Warranties. ASSAC
hereby represents and warrants as of the date hereof to CHTL as
follows:

    


    (a)           ASSAC
is the legal and beneficial owner of the Pledged Collateral owned by ASSAC, free
and clear of any lien, except for the lien created by this
Agreement;

     

    (b)           The
Pledged Securities have been duly authorized and are exercisable in accordance
with their terms and, when exercised in accordance therewith, upon exercise and
full payment to the Business Combination Company of the exercise price specified
in the Pledged Securities, the Warrant Shares shall be duly authorized, validly
issued, fully paid and non-assessable; and

     

    (c)           ASSAC
has full power and authority to enter into this Agreement, assign, deposit,
pledge and grant a lien on or otherwise transfer all of its rights in the
Pledged Collateral free and clear of any liens and, upon exercise of the Pledged
Securities and issuance of Warrant Shares, has the right to vote the Warrant
Shares;

    


    7.            Voting
Rights.


    


    (a)           During
the term of this Agreement, and except as otherwise provided in Section 7(b) below,
ASSAC shall have the right to vote, on all questions presented to the holders of
capital stock of CHTL, such number of shares of the Pledged Securities forming
all or a portion of the Pledged Collateral, to the extent of such number of
shares of the Pledged Securities which, when coupled with the 46,666,667 Class A
Common Shares of CHTL and the Class B Common Shares of CHTL issued to ASSAC
under the Purchase Agreement, shall represent fifty-one percent (51%) or more of
the aggregate voting power of all classes of capital stock of CHTL entitled to
vote at any regular or special meeting of CHTL shareholders or in connection
with any other consents or approvals required to be obtained from CHTL
shareholders.  In scuh connect, the Collateral Agent will deliver all
necessary documents to allow ASSAC to take such action upon ASSAC's
request.

    


    (b)           After
the occurrence and during the continuance of an Event of Default, CHTL may, at
CHTL's option, exercise all voting and other consensual rights and powers
pertaining to the Pledged Collateral (to the extent it may vote). ASSAC hereby
agrees to execute all proxies or other instruments, documents or agreements
deemed reasonably necessary by CHTL to evidence the right to vote the Pledged
Collateral as provided hereunder, and ASSAC agrees that it shall not be entitled
to rescind, revoke or otherwise modify CHTL's vote executed in accordance with
this Section 7. Any and all proxies executed by ASSAC pursuant to this Section 7
shall be deemed for all purposes to be a proxy coupled with an interest and
shall be irrevocable until the payment in full, in cash, of all amounts due
under the Note (the "Obligations").

     

    8.           Dividends
and Other Distributions.  The Collateral Agent shall be entitled to
receive any and all stock dividends and other distributions paid in respect of
the Pledged Collateral which dividends and/or distributions shall be deemed to
be held in escrow if received by CHTL and shall become part of the Pledged
Collateral upon receipt thereof.

     

    9.           Transfers
and Other Liens. ASSAC
agrees that until all of the Obligations are paid in full, it will not (i)
sell or otherwise dispose of, or grant any option or other rights with
respect to, any of the Pledged Collateral without the prior written consent of
CHTL, or (ii) create or permit to exist any lien upon or with respect to any of
the Pledged Collateral, except for the lien created by this Agreement.



    
      
         


      

      
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    10.            Termination.  This
Agreement shall remain in full force and effect until the earliest
to occur of (i) the payment of the Note in full, (ii) the consummation of the
“Merger” on the Merger Date” (as those terms are defined in the Purchase
Agreement), or (iii) the transfer of the Pledged Collateral and the Note
contemplated by Section 5 of this
Agreement. Upon the termination of this Agreement as provided above, this
Agreement shall automatically terminate and all liens and security interests
created hereunder shall terminate and be released.  Upon confirmation
of payment in full of the Note, if any UCC-1 Financing Statements were
previously filed, the Collateral Agent shall file any UCC-3 Termination
Statements releasing the lien and security interest created by the
Assignments.

    


    11.            Agreements
with and Duties of the Collateral Agent.

    


    (a)           The
Collateral Agent shall be under no duty to give the Pledged Collateral held by
it hereunder any greater degree of care than it gives its own similar
property.

    


    (b)           If
the Collateral Agent is permitted or required to deliver any of the Pledged
Collateral or pay money back to any Business Party or Business Parties, such
payment shall be made by check or by wire transfer, at the Collateral Agent's
sole discretion, unless the Collateral Agent shall have received written notice
from such Business Party or Business Parties of a new and/or different postal
address or unless this Agreement shall have provided otherwise.  If
payment is made by check or Pledged Collateral is to be delivered, the same
shall be mailed to the address specified by the Business Party(s) in this
Agreement (or to a new or different address subsequently specified to Collateral
Agent by writing from such Business Party(s)).

     

    (c)           Whenever
authorization shall be provided by the terms of this Agreement for the payment
or delivery of Pledged Collateral by the Collateral Agent to one or more
Business Parties and there is no express requirement hereunder for written
instructions from the applicable Business Party(s) before such delivery is made,
the Collateral Agent shall notify all Business Parties and, in its sole
discretion, may defer payment or defer return or delivery of Pledged Collateral
until such written requirement or consent is received from all of the Business
Parties (or, depending on the Collateral Agent’s requirements, from less than
all of them).  Where Collateral Agent determines to so defer payment
or delivery, the Collateral Agent shall give written notice to the Business
Parties of such determination.

    


    (e)           It
is expressly understood and agreed that under no circumstances shall the
Collateral Agent be required to pay or have paid to any Business Party(s) any
sum not representing proceeds from the sale of any Pledged Collateral that may
be delivered to the Collateral Agent.

     

    (f)           It
is intended that the duties and responsibilities of the Collateral Agent shall
be limited to ministerial duties and responsibilities to the maximum extent
permitted by law.  In keeping with that intent, it is agreed that the
receipt by Collateral Agent of Exhibit
B, or an alternative written instrument containing the substantive
information or content that is in Exhibit
B (whether or not also including other information and content not
inconsistent with the request and approval of delivery or disbursement action
proposed to be taken by the Collateral Agent) shall, in the absence of actual
knowledge by the Collateral Agent of falsehood, fraud or other intentional or
gross misconduct on the part of any of the Business Parties that would render
the proposed action under the written instrument to be inappropriate, be full
and sufficient justification and authorization for the proposed payment or
disbursement action by the Collateral Agent.  Notwithstanding anything to the
contrary, express or implied, contained in this Agreement, if the Collateral
Agent shall receive written instructions from CHTL in accordance with
Alternative Instructions 2 of Exhibit
B (or words of similar
import), the Collateral Agent shall: (i) furnish a copy of such instructions to
ASSAC at the address designated on Exhibit
B (or any alternative
address requested by ASSAC in writing), and (ii) take no action with respect to
such written request until a date which shall be not less than (A) five (5) days
following the March 31, 2009 Maturity Date of the Note, or (B) twenty (20) days
following receipt of such written instructions from CHTL that ASSAC has
committed any Event of Default under the Note, other than the failure to make
payment of the Note on the Maturity Date.

     

    
      
         


      

      
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    (g)          The
ministerial reliance by Collateral Agent on the written instrument referred to
in Section
11(f) shall be full and sufficient justification and authorization, as
stated in such Section, notwithstanding a determination that Collateral Agent
had certain specified discretionary inquiry powers and opportunities that
Collateral Agent did not pursue or that, absent the provisions of Section 11(f) above,
Collateral Agent had (or might have had) fiduciary responsibilities to
investigate before making any such payment or disbursement and did not do
so.

     

    (h)          The
Collateral Agent shall have no duty or responsibility to enforce collection of
any check delivered to it and subsequently dishonored, nor shall Collateral
Agent have any duty or responsibility to give notice to any Business Party of
such attempted payment and the subsequent dishonor thereof.

     

    (i)           The
Collateral Agent shall be entitled to rely upon the accuracy, act in reliance
upon the contents, and assume the genuineness of any notice, instruction,
certificate, signature (including copies of signature pages), instrument or
other document (in each case, whether a copy, facsimile or original) which is
given to the Collateral Agent pursuant to this Agreement, without the Collateral
Agent being obligated to undertake any action or investigation to verify the
truth or accuracy thereof -- unless the Collateral Agent has
actual knowledge that the document or other document, instruction, certificate
or signature is not accurate, truthful, authorized or
genuine.  For purposes of this Section 11(i),
“Actual knowledge, or any other instance where “knowledge” would be required
(and, therefore, “actual knowledge” would be required as a standard of
“knowledge”)  shall consist of actual and conscious apprehension and
understanding, presently in the mind or consciousness of the person acting for
Collateral Agent (as opposed to knowledge previously known but not currently
remembered or consciously being thought about) and shall be limited to such
“actual knowledge” by an attorney in Collateral Agent’s firm who is currently
actively engaged in the management of the Collateral Agent and who is made aware
of the document, etc. that is the subject of this Section
11(i).  For purposes of this Agreement “knowledge” (being
required to be “actual knowledge”) shall not included knowledge of any other
attorney or person in Hodgson Russ who is not directly involved in making
decisions regarding, or managing, the Hodgson Russ activities as Collateral
Agent.  Knowledge by others within Hodgson Russ shall not be imputed
to the persons described above for purposes of determining whether “knowledge”
or “actual knowledge” existed.   Persons (lawyers) at Collateral
Agent as to whom “actual knowledge” is relevant under this Section 11(i)
currently includes Lawrence Horwitz, Esq. and Lawrence Cron, Esq.

     

    (j)          The
Collateral Agent may consult with and act relative hereto upon advice of counsel
of its own selection in reference to any matter connected herewith, and shall
not be liable to any of the parties hereto, or their respective legal
representatives, heirs, successors and assigns, for any action taken in good
faith on the advice of counsel or for any mistake of fact or error of judgment,
or for any acts or omissions of any kind taken or made in good faith unless
caused by its willful misconduct or gross negligence.

     

    (k)          The
Collateral Agent shall not be responsible for, or have any duty to inquire into,
or be required to enforce any of the terms and provisions of any document or
agreement other than this Agreement.


    
      
         


      

      
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    (l)           Without
limiting the foregoing, the Collateral Agent shall not be responsible for, or
have any duty to inquire into, monitor or enforce obligations between any of the
Business Parties as to (i) whether there was support or justification for any
such Business Party to act in accordance with written instructions of such
Business Party or any other Business Party in attached Exhibit
B or any written alternative acceptable to Collateral Agent that included
(with anything else) the material or content of Exhibit
B, or (ii) whether any Business Party properly uses and applies funds
received by it, whether from the Collateral Agent or third parties, in
accordance with the provisions of this Agreement or other applicable
documents.  Notwithstanding anything to the
contrary, express or implied, contained in this Agreement, if the Collateral
Agent shall receive written instructions from CHTL in accordance with
Alternative Instructions 2 of Exhibit
B (or words of similar
import), the Collateral Agent shall: (i) furnish a copy of such instructions to
ASSAC at the address designated on Exhibit
B (or any alternative
address requested by ASSAC in writing), and (ii) take no action with respect to
such written request until a date which shall be not less than twenty (20) days
following receipt of such written instructions from CHTL.

     

    (m)          This
Agreement sets forth exclusively the duties of the Collateral Agent with respect
to any and all matters pertinent hereto and no implied duties or obligations
shall be read into this Agreement against the Collateral Agent.

     

    (n)           If
the Collateral Agent shall be uncertain as to its duties or rights hereunder or
if it receives instructions with respect to the Pledged Collateral or any funds
that may be derived from the sale or transfer of any Pledged Collateral, which,
in the Collateral Agent’s sole discretion, it determines to be in actual or
potential conflict with this Agreement or other instructions that it has
received, the Collateral Agent shall be excused from taking action that it might
otherwise be required to take, and its sole obligation shall be to keep safely
all property held in escrow until the uncertainty is resolved.  Such
uncertainty can be resolved by written and signed agreement among all affected
Business Parties or by order or judgment of a court of competent jurisdiction,
naming the involved Business Parties as participants in the action or proceeding
brought to obtain judicial determination of the involved uncertain duties and
obligations.

     

    (o)           Alternatively,
the Collateral Agent may, in its discretion, seek judicial determination of any
dispute or uncertainty and/or deposit all of the Pledged Collateral and any
funds that may be derived from the sale or transfer of any Pledged Collateral,
in Court pursuant to proceedings under New York law.

     

    (p)           The
Collateral Agent makes no representation as to the validity, value, genuineness
or collectability of any portion or all of the Pledged Collateral held by or
delivered to it.

     

    (q)           In
the event that:

     

    (i)           the
Collateral Agent shall receive any conflicting or inconsistent notices or
instructions from any one or more of the Business Parties, or

     

    (ii)          there
shall be any disagreement between or among any of the Business Parties,
resulting in adverse claims or demands being made in connection with the subject
matter of this Agreement, or

     

    (iii)         there
shall be any disagreement between or among any of the Business Parties and any
other person, resulting in adverse claims or demands being made in connection
with the subject matter of this Agreement, or

     

    (iv)         the
Collateral Agent, in good faith, shall be in doubt as to what action it should
take hereunder,

     


    
      
         


      

      
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    then, and
in any such event, Collateral Agent may, at its option, refuse to comply with
any notices, instructions, claims or demands on it, or refuse to take any other
action hereunder, so long as such disagreement continues or such doubt exists,
and in any such event, the Collateral Agent shall not become liable in any way
or to any person for its failure or refusal to act.  The Collateral
Agent shall be entitled to continue so to refrain from acting until (A) the
rights of all Business Parties or other third person(s) shall have been fully
and finally adjudicated by a court of competent jurisdiction or (B) all
differences shall have been adjusted and all doubt resolved by agreement among
all of the interested persons, and the Collateral Agent shall have been notified
thereof in writing signed by all such persons.  The Collateral Agent
shall have the option, after thirty (30) days’ notice to the Business Parties of
its intention to do so, to file an action in interpleader requiring the parties
to answer and litigate any claims and rights among themselves.

     

    The
rights of the Collateral Agent under this Section 11(q) are
cumulative of all other rights which it may have by law or
otherwise.

     

    (r)           The
Collateral Agent does not have and will not have any interest in the Pledged
Collateral or any funds that may be derived from the sale or transfer of any
Pledged Collateral, but is serving only as escrow holder and has only possession
thereof.

     

    (s)           The
Collateral Agent’s duties and responsibilities shall be determined only with
reference to this Agreement.  The Collateral Agent is not charged with
any duties or responsibilities in connection with any other document or
agreement.

     

    (t)           The
Collateral Agent may execute any of its powers or responsibilities hereunder
either directly or by or through its agents or attorneys and the Collateral
Agent shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder.

     

    (u)           Each
of Business Parties do hereby release the Collateral Agent from any act done or
omitted to be done by the Collateral Agent in good faith in the performance of
its duties hereunder, and each of Business Parties do hereby jointly and
severally agree to fully indemnify the Collateral Agent and its directors,
officers, employees and agents (the “Collateral Agent Indemnified
Parties”) for, and to hold each of them harmless from and against, any
loss, liability, claim, damage or expense (including reasonable attorneys’ fees
and expenses) incurred by the Collateral Agent Indemnified Parties, arising out
of or in connection with the Collateral Agent entering into this Agreement and
carrying out its duties hereunder, including the reasonable costs and expenses
of defending itself from any claim or liability; provided,
however, that the Collateral Agent Indemnified Parties shall not be
entitled to indemnification hereunder for losses, liabilities and expenses
caused by the willful misconduct, fraud or gross negligence of any of the
Collateral Agent Indemnified Parties.  The agreements contained in
this Section
11(u) shall survive despite any termination of this Agreement or the
resignation or removal of the Collateral Agent.

     

    (v)           The
Collateral Agent shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence beyond the control of the Collateral Agent (including but not limited
to any act or provision of any present or future law or regulation or
governmental authority, any act of God or war, or the unavailability of the
Federal Reserve Bank wire or telex or other wire or communication
facility).

     

    (w)           Anything
in this Agreement to the contrary notwithstanding, in no event shall the
Collateral Agent be liable for consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), regardless of the form
of action.

     


    
      
         


      

      
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    (x)           The
Collateral Agent may resign at any time or be removed by the written mutual
consent of the Business Parties.  No resignation or removal of the
Collateral Agent and no appointment of a successor Collateral Agent, however,
shall be effective until the acceptance or removal of the Collateral Agent in
the manner herein provided.  In the event of the resignation or
removal of the Collateral Agent, the Business Parties shall in good faith agree
upon a successor Collateral Agent.  If the Business Parties are unable
to agree upon a successor Collateral Agent within fourteen (14) days after
receipt of a notice of resignation or removal is given, the Collateral Agent may
deposit the Pledged Collateral and any funds delivered to the Collateral Agent
from the sale or transfer of any Pledged Collateral with a court of competent
jurisdiction and may petition, at the sole expense of the Business Parties, a
court of competent jurisdiction for the appointment of a successor Collateral
Agent.  Any successor Collateral Agent shall execute and deliver to
the predecessor Collateral Agent and the Business Parties an instrument
accepting such appointment and the transfer of the Pledged Collateral and any
funds delivered to the Collateral Agent from the sale or transfer of any Pledged
Collateral and agreeing to the terms of this Agreement, and thereupon such
successor Collateral Agent shall, without further act, become vested with all
the estates, properties, rights, powers and duties of the predecessor Collateral
Agent as if originally named herein.

     

    (y)           Any
law firm with which the Collateral Agent may merge or consolidate shall be the
successor Collateral Agent without further act.

     

    (z)           At
any time CHTL can request the Collateral Agent to resign, the Collateral Agent
agrees to resign and another Collateral Agent acceptable to both ASSAC and CHTL
shall be appointed as Collateral Agent.

    


    12.            Definitions.  The singular
shall include the plural and vice versa and any gender shall include any other
gender as the context may require.

     

    13.            Successors
and Assigns. This
Agreement shall be binding upon and inure to the benefit of ASSAC, CHTL and
their respective successors and assigns. ASSAC's successors and assigns shall
include, without limitation, a receiver, trustee or debtor-in-possession of or
for ASSAC.

     

    13.           GOVERNING
LAW. THIS AGREEMENT SHALL
BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF
CALIFORNIA.

     

    14.           Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but, if any provision of this
Agreement shall be held to be prohibited or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    15.           Further
Assurances. ASSAC agrees that it will cooperate with CHTL and
the Collateral Agent and will execute and deliver, or cause to be executed and
delivered, all such other assignments separate from certificate, proxies,
instruments and documents, and will take all such other actions, including,
without limitation, the execution and filing of financing statements, as CHTL or
the Collateral Agent may reasonably request from time to time m order to carry
out the provisions and purposes of this Agreement.

     

    16.           Notices. Except as otherwise provided
herein, whenever it is provided herein that any notice, demand, request,
consent, approval, declaration or other communications shall or may be given to
or served upon any of the parties by any other party, or whenever any of the
parties desires to give or serve upon any other communication with respect to
this Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be given (and
deemed to have been given) to the address on record with the sending party and
otherwise in accordance with and subject to the terms of the Note.

     

    17.           Amendments,
Waivers and Consents. No
amendment to, modification or waiver of, or consent with respect to, any
provision of this Agreement shall in any event be effective unless the same
shall be in writing and signed and delivered by CHTL and ASSAC, and then any
such amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

    18.           Section
Headings. The section
headings in this Agreement are inserted for convenience of reference and shall
not be considered a part of this Agreement or used in its
interpretation.

     

    19.           Execution
in Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which shall together constitute one and the same
agreement. Any such counterpart which may be delivered by facsimile transmission
shall be deemed the equivalent of an originally signed counterpart and shall be
fully admissible in any enforcement proceedings regarding this
Agreement.

     

    20.           Merger. This
Agreement represents the final agreement of ASSAC and CHTL with respect to the
matters contained herein and may not be contradicted by evidence of prior or
contemporaneous agreements, or subsequent oral agreements, between ASSAC and
CHTL.

     

     

    [Remainder
of Page Intentionally Left Blank; Signature Page Follows]


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have
each caused this Pledge Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

     

    PLEDGOR:

     

    ASIA
SPECIAL SITUATION ACQUISITION CORP.

    


    


    By:__________________________

               Dr.
Gary T. Hirst, President

     

     

    PLEDGEE:

     

    CHINA
TEL GROUP, INC.

     

    By:
__________________________

          George
Alvarez, President

    


    


    COLLATERAL
AGENT:

    


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

    


    By:___________________________

    Lawrence
Horwitz, Partner


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

     

    FORM OF ASSIGNMENT SEPARATE
FROM CERTIFICATE

     

    FOR VALUE RECEIVED,
the undersigned, ________________________, does hereby sell,assign and
transfer unto, warrants to purchase ordinary shares of ____________________________
(the “Pledged
Securities”), standing in the name of the undersigned on the books of
said corporation and does hereby irrevocably constitute and appoint
____________________________________, as Agent, as the undersigned's true and
lawful attorney, for it and in its name and stead, to sell, assign and transfer
all or any of the Shares, and for that purpose to make and execute all necessary
acts of assignment and transfer thereof; and to substitute one or more persons
with like full power, hereby ratifying and confirming all that said attorney or
substitute or substitutes shall lawfully do by virtue hereof.

     

    Dated:
________________

    
 

     

    [_________________________,
a________________, ____________]

     

    


     

    By:      _______________________________________________

     

    Name:   
_______________________________________________

     

    Its:      _______________________________________________



    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    LETTER OF
INSTRUCTION

    


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

    Four
Venture Plaza, Suite 390,

    Irvine,
CA 92618

    Attn:  Lawrence
Horwitz, Esq.

    


    Re:           Pledge
Agreement, dated __________ 2008 among Asia Special Situation Acquisition Corp.
(“ASSAC”), China Tel Group, Inc. (“CHTL”), and Horwitz, Cron & Jasper,
P.L.C. (“Collateral Agent”).

    


    Gentlemen:

    


    Reference
is made to the above captioned Pledge Agreement.  Unless otherwise
defined herein, all capitalized terms shall have the same meaning as is defined
in the Pledge Agreement.

    


    Alternative
Instructions 1

    


    You are
hereby instructed to release the following items of the Pledged Collateral of
CHTL in your possession to ASSAC.

    


    _________
shares of Class A Common Stock  and ____________ shares of Series A
Preferred Stock.

    


    Very
truly yours,

    


    China
Tel Group,
Inc.                                                                                     Asia
Special Situation Acquisition Corp.

    


    


    By:__________________________________                                       By:_____________________________________

          ______________,
Authorized
Signatory                                                  
_______________, Authorized Signatory

    


    Alternative
Instructions 2

    


    Please be
advised that an Event of Default under the Note has occurred and is continuing,
as a result of which you are hereby instructed to release all of the Pledged
Collateral in your possession to China Tel Group, Inc.

    


    Very
truly yours,

    


    China
Tel Group, Inc.

    


    


    By:__________________________________

    _____________, Authorized
Signatory

    


    cc:           Dr.
Gary T. Hirst

    ASIA SPECIAL SITUATION ACQUISITION
CORP

    c/o M&C Corporate Services Limited,
P.O. Box 309GT,

    gland House, South Church Street,
George Town, Grand Cayman


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    Names,
Emails and signature(s) for:

     

    Person(s) Designated to give
Instructions to the Collateral Agent

     

    


    
      If from
ASSAC:

    

    


    
      	
              Name

            	
              Email

            	
              Signature

            
	
              Dr.
      Gary T. Hirst

            	
              gary@axiat.com

            	
               

              ___________________________

            


    

    


    


    If from
CHTL

    


    
      	
              Name

            	
              Email

            	
              Signatures

            
	
              George
      Alvarez

              or

              ________________

            	
              ____________________

            	
              __________________________

               

              ___________________________

            


    

    


    All
instructions must include the signature of the person(s) authorizing said
instructions.

     

     

     

    C-1