Unassociated Document


    STOCK
      ESCROW AGREEMENT

     

    STOCK
      ESCROW AGREEMENT, dated as of January 16, 2008 (the “Agreement”), by and among
      Asia Special Situation Acquisition Corporation, a Cayman Islands corporation
      (“Company”), the undersigned parties listed as Initial Stockholders on the
      signature page hereto (collectively, the “Initial Stockholders”) and Continental
      Stock Transfer & Trust Company, a New York corporation (“Escrow
      Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated January 16, 2008
      (“Underwriting Agreement”) with Maxim Group LLC (“Maxim”) acting as
      representative of the several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      10,000,000 units (not including the underwriters’ over-allotment option)
      (“Units”) of the Company. Each Unit consists of one share of the Company’s
      ordinary shares (“Ordinary Shares”), par value $.0001 per share, and one warrant
      (“Warrant”), each Warrant to purchase one Ordinary Share, all as more fully
      described in the Company’s prospectus, dated January 16, 2008 (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1 (File No.
      333-145163) under the Securities Act of 1933, as amended (“Registration
      Statement”), declared effective on January 16, 2008 (“Effective
      Date”).

     

    WHEREAS,
      the Initial Stockholders have agreed, as a condition of the Underwriters’
obligation, to purchase the Units pursuant to the Underwriting Agreement and
      to
      offer them to the public to deposit all of their Ordinary Shares, as set forth
      opposite their respective names in Exhibit A attached hereto (collectively
      “Escrow Shares”), in escrow as hereinafter provided.

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    IT
      IS
      AGREED:

     

    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his or her respective Escrow Shares,
      to
      be held and disbursed subject to the terms and conditions of this Agreement.
      Each Initial Stockholder acknowledges that the certificate representing his
      or
      her Escrow Shares is legended to reflect the deposit of such Escrow Shares
      under
      this Agreement.

     

    3. Disbursement
      of the Escrow Shares.
      Except
      as set forth herein, the Escrow Agent shall hold the Escrow Shares until the
      third anniversary of the Effective Date (the “Escrow Period”), on which date it
      shall, upon written instructions from each Initial Stockholder, disburse each
      of
      the Initial Stockholder’s Escrow Shares to such Initial Stockholder; provided,
      however, that if the Escrow Agent is notified by the Company pursuant to Section
      6.7 hereof that the Company is being liquidated at any time during the Escrow
      Period, then the Escrow Agent shall promptly destroy the certificates
      representing the Escrow Shares; provided further, that if, after the Company
      consummates a Business Combination (as such term is
      defined in the Registration Statement), it (or the surviving entity)
      subsequently consummates a liquidation, merger, stock exchange or other similar
      transaction which results in all of its stockholders having the right to
      exchange their Ordinary Shares for cash, securities or other property, then
      the
      Escrow Agent will, upon consummation of such transaction, release the Escrow
      Shares to the Initial Stockholders so that they can similarly participate.
      The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Shares in accordance with this Section
      3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. Rights
      of
      Initial Stockholders in Escrow Shares.

     

    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

     

    4.3 Restrictions
      on Transfer.
      Except
      as set forth in Section 3.2, during the Escrow Period, no sale, transfer or
      other disposition may be made of any or all of the Escrow Shares except (i)
      by
      gift to a member of Initial Stockholder’s immediate family or to a trust or
      other entity, the beneficiary of which is an Initial Stockholder or a member
      of
      an Initial Stockholder’s immediate family, (ii) by virtue of the laws of descent
      and distribution upon death of any Initial Stockholder, (iii) pursuant to a
      qualified domestic relations order, (iv) to an entity that is an Initial
      Stockholder, (v) to any person or entity controlling, controlled by, or under
      common control with, an Initial Stockholder or (vi) with respect to an Initial
      Stockholder who is an individual, to an entity controlled by such Initial
      Stockholder or to a member of Initial Stockholder’s immediate family or to a
      trust, the beneficiary of which is an Initial Stockholder; provided, however,
      that such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Shares. During the Escrow Period, the Initial
      Stockholders shall not pledge or grant a security interest in the Escrow Shares
      or grant a security interest in their rights under this Agreement.

     

    4.4 Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Maxim and the
      Company, dated as of the Effective Date, and which is filed as an exhibit to
      the
      Registration Statement (the “Insider Letter”), respecting the rights and
      obligations of such Initial Stockholder in certain events, including, but not
      limited to, the liquidation of the Company.

     

    5. Concerning
      the Escrow Agent.

     

    
      
        
        

      

      
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    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively,
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the Escrow Agent’s receipt of notice of any demand or claim or the commencement
      of any action, suit or proceeding, the Escrow Agent shall notify the other
      parties hereto in writing. In the event of the receipt of such notice, the
      Escrow Agent, in its sole discretion, may (i) commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares, (ii) deposit the Escrow Shares with the clerk of any
      appropriate court, or (iii) retain the Escrow Shares pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      if
      the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6
      below.

     

    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder, as set forth on Exhibit B hereto.
      The Escrow Agent shall also be entitled to reimbursement from the Company for
      all expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisor and agent fees
      and
      disbursements and all taxes or other governmental charges.

     

    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments, and shall do or cause to be done such further
      acts, as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice. Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over the Escrow Shares held hereunder to a successor escrow agent appointed
      by
      the Company and approved by Maxim. If no new escrow agent is so appointed within
      the 60 day period following the Escrow Agent’s notice of resignation, the Escrow
      Agent may deposit the Escrow Shares with any court it deems
      appropriate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly; provided, however, that such resignation shall become effective only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

     

    5.7 Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York. Each of the
      parties hereby agrees that any action, proceeding or claim against it arising
      out of or relating in any way to this Agreement shall be brought and enforced
      in
      the courts of the State of New York or the United States District Court for
      the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. Each of the parties hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.

     

    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledge that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of Maxim.

     

    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to be
      charged.

     

    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

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

     

    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and shall either be delivered personally or by private national
      courier service, or be mailed, certified or registered mail, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if sent by private national courier service, on the next business
      day after delivery to the courier, or, if mailed, two business days after the
      date of mailing, as follows:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    If
      to the
      Company, to:

    


    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309 GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

     

     If
      to a Stockholder, to his address set forth in Exhibit A.

     

    and
      if to
      the Escrow Agent, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson and Frank A. Di Paolo

    Fax
      No.:
      (212) 509-5150

     

    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th
      floor

    New
      York,
      New York 10174

    Attn:
      Jody R. Samuels, Esq.

    


    and:

     

    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      David Fresne

     

    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice of any such change in
      the
      manner provided herein for giving notice.

     

    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company if the Company fails to consummate a Business
      Combination within the time period(s) specified in the Prospectus.

     

    6.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which shall
      constitute an original and may be delivered by facsimile transmission and
      together shall constitute one instrument.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

     

    
      	ASIA SPECIAL SITUATION ACQUISITION
              CORP.	 	 	 
	 	 	 	 	 
	By:	/s/
              Angela
              Ho	 	 	 
	 	
              

              Name:
                Angela Ho

              Title:
                Chief Executive Officer

            	 	 	
            


    

     

    
      	INITIAL STOCKHOLDERS:	 	 	 
	 	 	 	 
	Ho Capital Management LLC	 	 	 
	 	 	 	 	 
	By:	/s/
              Angela
              Ho	 	 	 
	 	
              

              Name:
                Angela Ho

              Title:
                Sole Manager

            	 	 	
            


    

     

    
      	Allius Ltd.	 	 	 
	 	 	 	 	 
	By:	/s/
              Gary T.
              Hirst	 	 	 
	 	
              

              
                Name:
                  Gary T. Hirst

                Title:
                  Controlling Shareholder

              

            	 	 	
            


    

     

    
      	/s/
              Gary T.
              Hirst	 	 	 
	
              
Dr.
              Gary Hirst	 	 	
            



      	/s/
              Stuart
              Sundlun	 	 	 
	
              
Stuart
              Sundlun	 	 	
            


    

     

    
      	/s/
              Andrew
              Tse	 	 	 
	
              
Andrew
              Tse	 	 	
            




    
      	/s/
              Peter
              Kjaer	 	 	 
	
              
Peter
              Kjaer	 	 	
            




    
      	/s/
              Michael
              Hlavsa	 	 	 
	
              
Michael
              Hlavsa	 	 	
            



     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	/s/
              Arie Jan
              van Roon	 	 	 
	
              
Arie
              Jan van Roon	 	 	
            


    

    


    
      	
              CONTINENTAL STOCK TRANSFER

              & TRUST COMPANY

            	 	 	 
	 	 	 	 	 
	By:	/s/
              Gregory P.
              Denman	 	 	 
	 	
              

              
                Name:
                  Gregory P. Denman

                Title:
                  Vice
                  President

              

            	 	 	
            


    

     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    
      	
              Name
                and Address of Initial Stockholder

            	
              Number

              of
                Shares

            	
              Stock

              Certificate
                Number

            
	 	 	 
	
              Ho
                Capital Management LLC

            	
               1,312,500

            	
               001

            
	 	 	 
	
              Allius
                Ltd.

            	
              500,000

            	
               002

            
	
               

              Dr.
                Gary T. Hirst

            	
               

              125,000

            	
               

              003

            
	
               

              Stuart
                Sundlun

            	
               

              125,000

            	
               

              004

            
	
               

              Andrew
                Tse

            	
               

              125,000

            	
               

              005

            
	
               

              Peter
                Kjaer

            	
               

              125,000

            	
               

              006

            
	
               

              Michael
                Hlavsa

            	
               

              62,500

            	
               

              007

            
	
               

              Arie
                Jan van Roon

            	
               

              125,000

            	
               

              008

            


    

     

    
      
        
        

      

      
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      EXHIBIT B

     

     Escrow
      Agent Fees

     

    $_______
      annually for acting agent escrow fee.

     

    Initial
      acceptance fee and first year agent fee to be paid at closing.

     

    
      
        
        

      

      
        9