Unassociated Document


    SUBSCRIPTION
      AGREEMENT

    


    This
      SUBSCRIPTION AGREEMENT (“Agreement”) made as of this 16th
      day
      of
      January, 2008 for the benefit of Asia Special Situation Acquisition Corp.,
      a
      Cayman Islands corporation (the “Company”), having its principal place of
      business at P.O. Box 309GT, Ugland House, South Church Street, George Town,
      Grand Cayman, Cayman Islands, by the persons or entities listed on the signature
      page hereto under the heading “Subscriber” (each a “Subscriber” and
      collectively, the “Subscribers”).

    


    WHEREAS,
      the Company desires to sell on a private placement basis (the “Offering”) an
      aggregate of 5,725,000 warrants (the “Warrants”) of the Company for a purchase
      price of $1.00 per Warrant. Each Warrant is exercisable to purchase one Ordinary
      Share at an exercise price of $7.50 per share
      (the “Warrant Exercise Price”) during
      the period commencing on the later of: (i) one year from the date of the
      prospectus relating to the Company’s IPO (as defined below), or (ii) the
      completion of a Business Combination (as defined below), and expiring on the
      fourth anniversary of the date of the prospectus relating to the Company’s IPO
      (as defined below).

    


    WHEREAS,
      each Subscriber wishes to purchase the number of Warrants set forth opposite
      his
      name on Schedule A attached hereto, and the Company wishes to accept such
      subscriptions. 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth and other good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged, the Company and each Subscriber, severally
      and
      not jointly, hereby agree as follows:

    


    1.
      Agreement
      to Subscribe.

    


    1.1. Purchase
      and Issuance of the Warrants.
      Upon
      the terms and subject to the conditions of this Agreement, the Subscribers
      hereby agree to purchase from the Company, and the Company hereby agrees to
      sell
      to the Subscriber, on the Closing Date (as defined below), the number of
      Warrants indicated on Schedule A hereto by the caption, “Number of Warrants
      Being Purchased.” The aggregate purchase price for such Subscribers’ Warrants
      (the “Purchase Price”) is indicated on Schedule A hereto by the caption,
“Aggregate Purchase Price Paid.”

    


    1.2. Delivery
      of the Purchase Price.
      Upon
      execution of this Agreement, each of the undersigned is hereby bound to fulfill
      his obligations hereunder and hereby irrevocably commits to deliver into a
      trust
      account at J.P.
      Morgan Chase Bank N.A.,
      maintained by Continental Stock Transfer & Trust Company, acting as Trustee,
      on the date of Closing (as hereinafter defined), the Purchase Price in
      immediately available funds by certified bank check, wire transfer or such
      other
      form of payment as shall be acceptable to the Trustee, in its sole and absolute
      discretion, at the Closing.

    


    1.3. Closing.
      The
      closing (the “Closing”) of the Offering shall take place at the offices of the
      Company at least one (1) business day prior to the effective date of the
      registration statement pursuant to which the Company proposes to register its
      initial public offering (the “IPO”) of 10,000,000 units consisting of Ordinary
      Shares and Warrants (the “Closing Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.
      Representations
      and Warranties of the Subscriber.

    


    Each
      Subscriber, severally and not jointly, represents and warrants to the Company
      that:

    


    2.1. No
      Government Recommendation or Approval.
      The
      Subscriber understands that no United States federal or state agency has passed
      upon or made any recommendation or endorsement of the Company or the Offering
      of
      the Warrants or the Ordinary Shares underlying the Warrants (the “Warrant
      Shares” and, collectively with the Warrants, the “Securities”).

    


    2.2. Regulation
      D Offering.
      The
      Subscriber represents that it is an “accredited investor” as such term is
      defined in Rule 501(a) of Regulation D promulgated under the Securities Act
      of
      1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
      hereby is being made in reliance on a private placement exemption to “Accredited
      Investors” within the meaning of Section 501(a) of Regulation D under the
      Securities Act or similar exemptions under state law. 

    


    2.3. Intent.
      The
      Subscriber is purchasing the Warrants solely for investment purposes, for the
      Subscriber’s own account and not for the account or benefit of any U.S. Person,
      and not with a view towards the distribution thereof and the Subscriber has
      no
      present arrangement to sell the securities to or through any person or entity.
      

    


    2.4. Restrictions
      on Transfer.
      The
      Subscriber understands the Warrants are being offered in a transaction not
      involving a public offering in the United States within the meaning of the
      Securities Act. The Securities have not been registered under the Securities
      Act, and, if in the future the Subscriber decides to offer, resell, pledge
      or
      otherwise transfer the Securities, such Securities may be offered, resold,
      pledged or otherwise transferred only (A) pursuant to an effective registration
      statement filed under the Securities Act, (B) pursuant to an exemption from
      registration under the Securities Act provided by Rule 144 thereunder (if
      available) or (C) pursuant to any other exemption from the registration
      requirements of the Securities Act, and in each case in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction. The Subscriber agrees that if any transfer of its Securities
      or
      any interest therein is proposed to be made, as a condition precedent to any
      such transfer, the Subscriber may be required to deliver to the Company an
      opinion of counsel satisfactory to the Company. Absent registration or another
      exemption from registration, the Subscriber agrees that it will not resell
      the
      securities constituting the Subscriber’s Warrants The Subscriber explicitly
      understands and acknowledges that the Securities and Exchange Commission (the
      “SEC”) has taken the position that the Subscriber is considered a promoter under
      the Securities Act and that promoters or affiliates of a blank check company
      and
      their transferees, both before and after a Business Combination, would act
      as an
“underwriter” under the Securities Act when reselling the securities of that
      blank check company. Accordingly, Rule 144 promulgated under the Securities
      Act
      would not be available for the resale of the Securities despite technical
      compliance with the requirements of Rule 144, in which event the resale
      transactions would need to be made through a registered offering.

    


    
      
        
        

      

      
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    2.5. Sophisticated
      Investor.

    


    (i)
      The
      Subscriber is sophisticated in financial matters and is able to evaluate the
      risks and benefits of the investment in the Securities.

    


    (ii)
      The
      Subscriber is able to bear the economic risk of his investment in the Securities
      for an indefinite period of time because none of the Securities have been
      registered under the Securities Act and therefore cannot be sold unless
      subsequently registered under the Securities Act or an exemption from such
      registration is available. 

    


    2.6.
      Independent
      Investigation.
      The
      Subscriber, in making the decision to purchase the Warrants, has relied upon
      an
      independent investigation of the Company and has not relied upon any information
      or representations made by any third parties or upon any oral or written
      representations or assurances from the Company, its officers, directors or
      employees or any other representatives or agents of the Company, other than
      as
      set forth in this Agreement. The Subscriber is familiar with the business,
      operations and financial condition of the Company and has had an opportunity
      to
      ask questions of, and receive answers from, the Company’s officers and directors
      concerning the Company and the terms and conditions of the offering of the
      Warrants and has had full access to such other information concerning the
      Company as the Subscriber has requested.

    


    2.7. Authority.
      This
      Agreement has been validly authorized, executed and delivered by the Subscriber
      and is a valid and binding agreement enforceable in accordance with its terms,
      subject to the general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors’ rights generally. The execution,
      delivery and performance of this Agreement by the Subscriber does not and will
      not conflict with, violate or cause a breach of any agreement, contract or
      instrument to which the Subscriber is a party.

    


    2.8. No
      Legal Advice from Company.
      The
      Subscriber acknowledges that he has had the opportunity to review this Agreement
      and the transactions contemplated by this Agreement and the other agreements
      entered into between the parties hereto with the Subscriber’s own legal counsel
      and investment and tax advisors. Except for any statements or representations
      of
      the Company made in this Agreement and the other agreements entered into between
      the parties hereto, the Subscriber is relying solely on such counsel and
      advisors and not on any statements or representations by the Company or any
      of
      its representatives or agents for legal, tax or investment advice with respect
      to this investment, the transactions contemplated by this Agreement or the
      securities laws of any jurisdiction.

     

    2.9.
      Reliance
      on Representations and Warranties.
      The
      Subscriber understands that the Warrants are being offered and sold to the
      Subscriber in reliance on exemptions from the registration requirements under
      the Securities Act, and analogous provisions in the laws and regulations of
      various states, and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Subscriber set forth in this Agreement in order to determine the
      applicability of such provisions. 

    


    
      
        
        

      

      
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    2.10. No
      Advertisements.
      The
      undersigned is not subscribing for the Warrants as a result of, or subsequent
      to, any advertisement, article, notice or other communication published in
      any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting.

    


    2.11. Legend.
      The
      Subscriber acknowledges and agrees that the certificates evidencing the Warrants
      and the Warrant Shares shall bear a restrictive legend (the “Legend”), in form
      and substance as set forth in Section 4 hereof, prohibiting the offer, sale,
      pledge or transfer of the securities, except (i) in accordance with the
      provisions of Regulation S promulgated under the Securities Act, (ii) pursuant
      to an effective registration statement covering these securities under the
      Securities Act or (iii) pursuant to any other exemptions from the registration
      requirements under the Securities Act and such laws which, in the opinion of
      counsel for this Company, is available.

     

    3.
       Representations
      and Warranties of the Company.

    


    The
      Company represents and warrants to each Subscriber that:

    


    3.1.
       Valid
      Issuance of Capital Stock.
      The
      total number of shares of all classes of capital stock which the Company has
      authority to issue is 50,000,000 Ordinary Shares and 1,000,000 shares of
      Preferred Stock. As of the date hereof, the Company has 2,500,000 Ordinary
      Shares and zero (0) shares of Preferred Stock issued and outstanding. All of
      the
      issued shares of capital stock of the Company have been duly authorized, validly
      issued, and are fully paid and non-assessable.

    


    3.2.
       Organization
      and Qualification.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the Cayman Islands and has the requisite corporate power to own
      its
      properties and assets and to carry on its business as now being
      conducted.

    


    3.3.
       Authorization;
      Enforcement.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Warrants and
      the
      underlying securities in accordance with the terms hereof, (ii) the execution,
      delivery and performance of this Agreement by the Company and the consummation
      by it of the transactions contemplated hereby have been duly authorized by
      all
      necessary corporate action, and no further consent or authorization of the
      Company or its Board of Directors or stockholders is required, and (iii) this
      Agreement constitutes valid and binding obligations of the Company enforceable
      against the Company in accordance with its terms, except as such enforceability
      may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
      moratorium, reorganization, or similar laws relating to, or affecting generally
      the enforcement of, creditors’ rights and remedies or by equitable principles of
      general application and except as enforcement of rights to indemnity and
      contribution may be limited by federal and state securities laws or principles
      of public policy.

      

    3.4.
      No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Company of the transactions contemplated herein do not (i) result in a
      violation of the Company’s Certificate of Incorporation or Bylaws or (ii)
      conflict with, or constitute a default under any agreement, indenture or
      instrument to which the Company is a party. Other than any SEC or state
      securities filings which may be required to be made by the Company subsequent
      to
      the Closing, and any registration statement which may be filed pursuant thereto,
      the Company is not required under federal, state or local law, rule or
      regulation to obtain any consent, authorization or order of, or make any filing
      or registration with, any court or governmental agency or self-regulatory entity
      in order for it to perform any of its obligations under this Agreement or issue
      the Ordinary Shares in accordance with the terms hereof.

    


    
      
        
        

      

      
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    4. Legends;
      Denominations.

    


    4.1.
       Legend.
      The
      Company will issue the Warrants, and, when issued, the Warrant Shares, purchased
      by the Subscribers will be in the name of each Subscriber and in such
      denominations to be specified by each Subscriber prior to the Closing. The
      Warrants and Warrant Shares will bear the following Legend and appropriate
“stop
      transfer” instructions:

    


    “THE
      SECURITIES REPRESENTED
      BY THIS CERTIFICATE HAVE
      NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
      THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
      EXCEPT (A) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D PROMULGATED
      UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      COVERING THESE SECURITIES UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER
      EXEMPTIONS FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND SUCH
      LAWS
      WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE. HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
      BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

      

    4.2.
       Subscriber’s
      Compliance.
      Nothing
      in this Section 4 shall in any way affect the Subscribers’ obligations and
      agreements to comply with all applicable securities laws upon resale of the
      Securities.

    


    4.3.
       Company’s
      Refusal to Register Transfer of the Securities.
      The
      Company shall refuse to register any transfer of the Warrants or the Warrant
      Shares if, in the sole judgment of the Company, such purported transfer would
      not be made (i) pursuant to an effective registration statement filed under
      the
      Securities Act, or (ii) pursuant to an available exemption from the registration
      requirements of the Securities Act.

    


    5. Escrow.
      Upon
      consummation of the IPO, the holders of the Warrants shall enter into a
      securities escrow agreement with Continental Stock Transfer & Trust Company,
      whereby the Warrants shall be held in escrow until the earlier of (i) one year
      after the consummation of a Business Combination (as defined below) or (ii)
      liquidation of the Company. As used herein, a “Business Combination” shall mean
      a capital stock exchange, asset acquisition, stock purchase or other similar
      transaction with one or more target businesses that are located
      in or providing products or services to customers located in Asia.

     

    
      
        
        

      

      
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    6. Lock-Up.
      The
      Subscribers, and their designees which specifically include Angela Ho and
      Noble Investment
      Fund Ltd.,
      shall
      not sell, assign, hypothecate or transfer any of the Securities until the
      consummation of a Business Combination except (i) by gift to a member of
      Subscriber’s immediate family or to a trust or other entity, the beneficiary of
      which is Subscriber or a member of Subscriber’s immediate family, (ii) by virtue
      of the laws of descent and distribution upon death of any Subscriber, or (iii)
      pursuant to a qualified domestic relations order; provided however, that no
      such
      sale, assignment, hypothecation or transfer may be effected unless, in each
      case, it is made in accordance with transfer restrictions set forth in
      Regulation D and the Securities Act. 

    


    7.
       Waiver
      of Liquidation Distributions.
      In
      connection with the Securities purchased pursuant to this Agreement or prior
      to
      the private placement, the Subscribers hereby waive any and all right, title,
      interest or claim of any kind in or to any liquidating distributions by the
      Company if a liquidation of the Company upon the Company’s failure to timely
      complete a Business Combination. For purposes of clarity, if a Subscriber
      purchases Ordinary Shares in the IPO or in the aftermarket, any additional
      shares so purchased shall be eligible to receive any liquidating distributions
      by the Company. In no event will a Subscriber have the right to exercise any
      Warrants prior to the later of: (i) one year from the date of the prospectus
      relating to the Company’s IPO, and (ii) the consummation of a Business
      Combination. If the holders of the warrants included in the Units sold in the
      Company's IPO are not exercisable because of the Company's failure to have
      an
      effective registration statement covering the resale of the Company's ordinary
      shares issuable upon exercise of the warrants, the Subscriber, or any subsequent
      holder of the Warrants, shall not be entitled to exercise the Warrants until
      there is an effective registration statement as described above. 

    


    8.
       Forfeiture
      of Warrants.

     

    8.1. Failure
      to Consummate a Business Combination.
      Subject
      to the affirmative vote or consent of the holders of 95% of the Company’s
      outstanding Ordinary Shares to amend the Company’s amended and restated
      memorandum and articles of association, the Warrants shall be forfeited to
      the
      Company if the Company does not consummate a Business Combination within 18
      months after consummation of the IPO, or within 24 months from the consummation
      of the IPO if a letter of intent, agreement in principle or definitive agreement
      has been executed within 18 months after consummation of the IPO and the
      Business Combination has not yet been consummated within such 18 month time
      period.

    


    8.2. Termination
      of Rights as holder; Escrow.
      If the
      Warrants are forfeited in accordance with this Section 8, then after such time,
      the Subscribers (or successor-in-interest thereto), shall no longer have any
      rights as a holder of such Warrants, and the Company shall take such action
      as
      is appropriate to cancel such Warrants. To effectuate the foregoing, all
      certificates representing the Warrants shall be held in escrow as provided
      in
      Section 5 hereof. In addition, the Subscribers hereby irrevocably grant the
      Company a limited power of attorney for the purpose of effectuating the
      foregoing.

     

    9. Rescission
      Right Waiver and Indemnification.
      

     

    
      
        
        

      

      
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    9.1.
       Each
      of
      the Subscribers understands and acknowledges that an exemption from the
      registration requirements of the Securities Act requires that there be no
      general solicitation of purchasers of the Warrants. In this regard, if the
      IPO
      were deemed to be a general solicitation with respect to the Warrants, the
      offer
      and sale of such Warrants may not be exempt from registration and, if not,
      the
      Subscribers may have a right to rescind their purchases of the Warrants. In
      order to facilitate the completion of the Offering and to protect the Company,
      its stockholders and the trust account from claims that may adversely affect
      the
      Company or the interests of its stockholders, each of the Subscribers hereby
      agrees to waive, to the maximum extent permitted by applicable law, any claims,
      right to sue or rights in law or arbitration, as the case may be, to seek
      rescission of his or its purchase of the Warrants. Each of the Subscribers
      acknowledges and agrees that this waiver is being made in order to induce the
      Company to sell the Warrants to the Subscribers. Each Subscriber agrees that
      the
      foregoing waiver of rescission rights shall apply to any and all known or
      unknown actions, causes of action, suits, claims, or proceedings (collectively,
      “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
      whether compensatory, consequential or exemplary, and expenses in connection
      therewith, including reasonable attorneys’ and expert witness fees and
      disbursements and all other expenses reasonably incurred in investigating,
      preparing or defending against any Claims, whether pending or threatened, in
      connection with any present or future actual or asserted right to rescind the
      purchase of the Warrants hereunder or relating to the purchase of the Warrants
      and the transactions contemplated hereby. 

     

    9.2. Each
      Subscriber agrees not to seek recourse against the trust account for any reason
      whatsoever in connection with his purchase of the Warrants or any Claim that
      may
      arise now or in the future. 

     

    9.3. Each
      Subscriber acknowledges and agrees that the stockholders of the Company and
      Maxim Group LLC are and shall be third-party beneficiaries of the foregoing
      provisions of this Agreement. 

     

    9.4.
       Each
      Subscriber agrees that to the extent any waiver of rights under this Section
      9
      is ineffective as a matter of law, each Subscriber has offered such waiver
      for
      the benefit of the Company as an equitable right that shall survive any
      statutory disqualification or bar that applies to a legal right. Each Subscriber
      acknowledges the receipt and sufficiency of consideration received from the
      Company hereunder in this regard.

    


    10. Terms
      of the Warrant. The
      Warrants are similar to the warrants included in the units offered in the IPO,
      except that: (i) they are not being registered in the Registration Statement;
      (ii) they are not transferable until the consummation of a Business Combination;
      and (iii) they are not redeemable so long as they are held by the initial holder
      thereof (or any of their permitted transferees); and (iv) they may be exercised
      on a “cashless” basis so long as they are held by the initial holder thereof (or
      any of their permitted transferees). The Warrant Shares will be granted certain
      registration rights. In no event will the Company be required to net cash settle
      the Warrant exercise.

    


    
      
        
        

      

      
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    11. Voting
      of Shares.
      Each
      Subscriber agrees to vote the Ordinary Shares owned by him immediately before
      this private placement in accordance with the majority of the Ordinary Shares
      voted by the public stockholders. Each Subscriber further agrees to vote the
      Ordinary Shares acquired in the IPO or the aftermarket in favor of a Business
      Combination that the Company negotiates and presents for approval to the
      Company’s stockholders.

    


    12.
       Governing
      Law; Jurisdiction;
      Waiver
      of Jury Trial.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Cayman Islands for agreements made and to be wholly performed within such
      country. The parties hereto hereby waive any right to a jury trial in connection
      with any litigation pursuant to this Agreement and the transactions contemplated
      hereby.

    


    13. Assignment;
      Entire Agreement; Amendment.

    


    13.1. Assignment.
      Neither
      this Agreement nor any rights hereunder may be assigned by any party to any
      other person other than by a Subscriber to a person agreeing to be bound by
      the
      terms hereof.

    


    13.2. Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter hereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them.

     

    13.3. Amendment.
      Except
      as expressly provided in this Agreement, neither this Agreement nor any term
      hereof may be amended, waived, discharged or terminated other than by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge, or termination is sought.

    


    13.4.
      Binding
      upon Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to each of their respective heirs, legal representatives, successors and
      permitted assigns.

    


    14.
      Notices;
      Indemnity.

    


    14.1
      Notices.
      Unless
      otherwise provided herein, any notice or other communication to a party
      hereunder shall be sufficiently given if in writing and personally delivered
      or
      sent by facsimile or other electronic transmission with copy sent in another
      manner herein provided or sent by courier (which for all purposes of this
      Agreement shall include Federal Express or other recognized overnight courier)
      or mailed to said party by certified mail, return receipt requested, at its
      address provided for herein or such other address as either may designate for
      itself in such notice to the other. Communications shall be deemed to have
      been
      received when delivered personally, on the scheduled arrival date when sent
      by
      next day or 2-day courier service, or if sent by facsimile upon receipt of
      confirmation of transmittal or, if sent by mail, then three days after deposit
      in the mail. If given by electronic transmission, such notice shall be deemed
      to
      be delivered (a) if by electronic mail, when directed to an electronic mail
      address at which the stockholder has consented to receive notice; (b) if by
      a
      posting on an electronic network together with separate notice to the
      stockholder of such specific posting, upon the later of (1) such posting and
      (2)
      the giving of such separate notice; and (c) if by any other form of electronic
      transmission, when directed to the stockholder.

    


    
      
        
        

      

      
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    14.2
      Indemnification.
      Each
      party shall indemnify the other against any loss, cost or damages (including
      reasonable attorney’s fees and expenses) incurred as a result of such party’s
      breach of any representation, warranty, covenant or agreement in this
      Agreement.

    


    15.
      Counterparts. This
      Agreement may be executed in one or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    16.
      Survival;
      Severability.

    


    16.1. Survival.
      The
      representations, warranties, covenants and agreements of the parties hereto
      shall survive the Closing.

    


    16.2. Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.

    


    17. Headings.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      
        
        

      

      
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    This
      subscription is accepted by the Company on the 16th
      day of
      January, 2008.

    


    
      	 	 	 
	 	ASIA
              SPECIAL SITUATION ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Gary T. Hirst
	 	
              
By:
              Dr. Gary T. Hirst
	 	Title:
              President


    

     

    
      	 	 	 
	 	SUBSCRIBERS
	 	 
	 	HO CAPITAL MANAGEMENT
              LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Angela Ho
	 	
              
By:
              Angela Ho
	 	Title:
              Sole Manager


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    
      	
              Name
                of Subscriber

            	
              Number
                of Warrants Purchased

            	
              Total
                Purchase Price Paid

            
	
              Ho
                Capital Management LLC

            	
              5,725,000

            	
              $5,725,000

            
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        
        

      

      
        11