Unassociated Document


     

    WARRANT
      AGREEMENT

     

    This
      Warrant Agreement (this “Agreement”) made as of January 16, 2008, by and between
      Asia Special Situation Acquisition Corp., a Cayman Islands corporation, with
      offices at P.O. Box 309GT, Ugland House, South Church Street, George Town,
      Grand
      Cayman, Cayman Islands (“Company”), and Continental Stock Transfer & Trust
      Company, a New York corporation, with offices at 17 Battery Place, New York,
      New
      York 10004 (“Warrant Agent”).

     

    WHEREAS,
      the Company is engaged in a public offering (“Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 10,000,000 Warrants (the “Public Warrants”) to the public investors, each
      of such Public Warrants evidencing the right of the holder thereof to purchase
      one ordinary share, par value $.0001 per share, of the Company’s ordinary shares
      (the “Ordinary Shares”) for $7.50, subject to adjustment as described herein,
      and (ii) 475,000 Warrants to Maxim Group LLC as representative of the
      underwriters (the “Underwriters”) or its designees (the “Underwriter’s
      Warrants”), with each of such Underwriter’s Warrants evidencing the right of the
      holder thereof to purchase one Ordinary Share for $7.50, subject to adjustment
      as described herein.

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “SEC”) a
      Registration Statement, No. 333-145163 on Form S-1 (the “Registration
      Statement”) for the registration under the Securities Act of 1933, as amended
      (the “Act”) of, among other securities, the Public Warrants, the Underwriter’s
      Warrants and the Ordinary Shares issuable upon exercise of each of the Public
      Warrants and the Underwriter’s Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Public
      Warrants, the Underwriter’s Warrants and 5,725,000 warrants (the “Private
      Warrants,” together with the Public Warrants and the Underwriter’s Warrants
      shall be referred to collectively as the “Warrants”) issued in connection with a
      Regulation S private placement prior to the consummation of the Public Offering;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights, and immunities of the Company, the Warrant Agent, and
      the
      holders of the Warrants; and

    


    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement.

    


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

     

    1.  Appointment
      of
      Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent
      for
      the Company Warrants, and the Warrant Agent hereby accepts such appointment
      and
      agrees to perform the same in accordance with the terms and conditions set
      forth
      in this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Warrants.

     

    2.1  Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only. The Public Warrants and the
      Underwriter’s Warrants shall be in substantially the form of Exhibit A hereto
      and the Private Warrants shall be in substantially the form of Exhibit B hereto,
      the provisions of each of which are incorporated herein, and shall be signed
      by,
      or bear the facsimile signature of, the Chief Executive Officer or President
      and
      Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the
      Company and shall bear a facsimile of the Company’s seal. If the person whose
      facsimile signature has been placed upon any Warrant shall have ceased to serve
      in the capacity in which such person signed the Warrant before such Warrant
      is
      issued, it may be issued with the same effect as if he or she had not ceased
      to
      be such at the date of issuance.

     

    2.2  Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3  Registration.

     

    2.3.1  Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant Register”) for the registration of
      original issuance and the registration of transfer of the Warrants. Upon the
      initial issuance of the Warrants, the Warrant Agent shall issue and register
      the
      Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent
      by
      the Company.

     

    2.3.2  Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (the “Registered Holder”), as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    
      2.4  Detachability
        of Public Warrants.
        The
        securities comprising the Units will begin to trade separately on the 10th
        business day following the earlier to occur of: (i) expiration of the
        Underwriters’ over-allotment option, or (ii) its exercise in full, provided that
        in no event may the separate trading of the securities comprising the Units
        occur until the Company files with the SEC a Current Report on Form 8-K,
        which
        includes an audited balance sheet reflecting the receipt by the Company of
        the
        gross proceeds of the sale of the Private Warrants and the Public Offering,
        including the proceeds received by the Company from the exercise of the
        Underwriter’s over-allotment option if the over-allotment option is exercised on
        the date of the effective date of the Registration Statement (the "Balance
        Sheet
        8-K").

    

     

    
      
        
        

      

      
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    3.  Terms
      and Exercise of Warrants.

     

    3.1  Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
      Holder thereof, subject to the provisions of such Warrant and of this Agreement,
      to purchase from the Company the number of Ordinary Shares stated therein,
      at
      the price of $7.50 per whole share, subject to the adjustments provided in
      Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
      Price” as used in this Agreement refers to the price per share at which Ordinary
      Shares may be purchased at the time a Warrant is exercised. The Company, in
      its
      sole discretion, may lower the Warrant Price at any time prior to the Expiration
      Date (as defined within Section 3 of the Warrant Agreement) for a period of
      not
      less than ten business days; provided that any such reduction shall be identical
      among all of the Warrants. 

     

    3.2  Duration
      of Warrants.
      

    

      3.2.1
        Public
        Warrants and Underwriter’s Warrants.
        A
        Public Warrant or Underwriter’s Warrant may be exercised only during the period
        commencing on the later of: (i) the consummation by the Company of a merger,
        capital stock exchange, asset acquisition or other similar business combination
        (as described more fully in the Registration Statement, “Business Combination”),
        or (ii) January 16, 2009 and terminating at 5:00 p.m., New York City time
        on the
        earlier to occur of (x) January 16, 2012 or (y) the date fixed for redemption
        of
        the Warrants as provided in Section 6 of this Agreement. Notwithstanding
        the
        foregoing, no Public Warrant or Underwriter’s Warrant shall be exercisable
        unless, at the time of exercise, a registration statement relating to the
        Ordinary Shares issuable upon the exercise of such Public Warrant or
        Underwriter’s Warrant is effective and current and a prospectus is available for
        use by the holders thereof and the Ordinary Shares has been qualified or
        deemed
        to be exempt under the securities laws of the state of residence of the holder
        of such Public Warrants or Underwriter’s Warrants

       

      3.2.2
        Private
        Warrants.
        A
        Private Warrant may be exercised only during the period commencing on the
        later
        of: (i) the consummation by the Company of a Business Combination, or (ii)
        January 16, 2009 and terminating at 5:00 p.m., New York City time on the
        earlier
        to occur of (x) January 16, 2013 or (y) the date fixed for redemption of
        the
        Warrants as provided in Section 6 of this Agreement. So long as the Private
        Warrants are owned by Ho Capital Management LLC, Noble Investment Fund Ltd.
        or
        Angela Ho, the Private Warrants
        may be exercised on a cashless basis by such holder. The
        Private Warrants are not subject to redemption so long as they are held by
        their
        initial purchasers or their permitted designees.

       

      3.2.3
        General.
        The
        period during which a Warrant may be exercised shall be deemed the “Exercise
        Period” and the termination of such Exercise Period shall be deemed the
“Expiration Date”. Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder and defined therein), each Warrant
        not exercised on or before the Expiration Date shall become void, and all
        rights
        thereunder and all rights in respect thereof under this Agreement shall cease
        at
        the close of business on the Expiration Date. The Company in its sole discretion
        may extend the duration of the Warrants by delaying the Expiration Date;
        provided, however, that the Company will provide notice to Registered Holders
        of
        such extension of not less than 20 days and, further provided that any such
        extension shall be identical in duration among all of the Warrants.


       

      
        
          
          

        

        
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    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject
      to the provisions of the Warrants and this Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the Registered Holder
      thereof by surrendering it at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed, by paying in full in lawful money of the United States, in cash,
      good
      certified check or good bank draft payable to the order of the Company, the
      Warrant Price for each full Ordinary Share as to which the Warrant is exercised
      and any and all applicable taxes due in connection with the exercise of the
      Warrant, the exchange of the Warrant for the Ordinary Shares, and the issuance
      of the Ordinary Shares . 

     

    3.3.2  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the Registered
      Holder of such Warrant a certificate or certificates for the number of full
      Ordinary Shares to which he, she or it is entitled, registered in such name
      or
      names as may be directed by him, her or it, and if such Warrant shall not have
      been exercised in full, a new countersigned Warrant for the number of shares
      as
      to which such Warrant shall not have been exercised. Notwithstanding the
      foregoing, the Company shall not be obligated to deliver any securities pursuant
      to the exercise of a Warrant unless (i) a registration statement under the
      Act
      with respect to the Ordinary Shares issuable upon such exercise is effective,
      or
      (ii) in the opinion of counsel to the Company, the exercise of the Warrants
      is
      exempt from the registration requirements of the Act and such securities are
      qualified for sale or exempt from qualification under applicable securities
      laws
      of the states or other jurisdictions in which the Registered Holders reside.
      Warrants may not be exercised by, or securities issued to, any registered holder
      in any state in which such exercise or issuance would be unlawful. In no event
      will the Registered Holder of a Warrant be entitled to receive a net-cash
      settlement in lieu of physical settlement in Ordinary Shares, regardless of
      whether the Ordinary Shares underlying the Warrants is registered pursuant
      to an
      effective registration statement.

     

    3.3.3  Valid
      Issuance.
      All
      Ordinary Shares issued upon the proper exercise of a Warrant in conformity
      with
      this Agreement shall be validly issued, fully paid and
      non-assessable.

     

    3.3.4  Date
      of Issuance.
      Each
      person in whose name any such certificate for Ordinary Shares is issued shall
      for all purposes be deemed to have become the holder of record of such shares
      on
      the date on which the Warrant was surrendered and payment of the Warrant Price
      was made, irrespective of the date of delivery of such certificate, except
      that,
      if the date of such surrender and payment is a date when the stock transfer
      books of the Company are closed, such person shall be deemed to have become
      the
      holder of such shares at the close of business on the next succeeding date
      on
      which the stock transfer books are open.

     

    3.3.5  Warrant
      Solicitation and Warrant Solicitation Fee.

     

    
      
        
        

      

      
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    (a)  The
      Company has engaged Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its
      agent for the solicitation of the exercise of the Warrants. The Company, at
      its
      cost, will (i) assist Maxim with respect to such solicitation, if requested
      by
      Maxim, and (ii) provide Maxim, and direct the Company’s transfer agent and the
      Warrant Agent to deliver to Maxim, lists of the record and, to the extent known,
      beneficial owners of the Company’s Warrants. The Company hereby instructs the
      Warrant Agent to cooperate with Maxim in every respect in connection with
      Maxim’s solicitation activities, including, but not limited to, providing to
      Maxim, at the Company’s cost, a list of record and beneficial holders of the
      Warrants and circulating a prospectus or offering circular disclosing the
      compensation arrangements referenced in Section 3.3.5(b) below to holders of
      the
      Warrants at the time of exercise of the Warrants. In addition to the conditions
      set forth in Section 3.3.5(b), Maxim shall accept payment of the warrant
      solicitation fee provided in Section 3.3.5(b) only if it has provided bona
      fide
      services to the Company in connection with the exercise of the Warrants and
      only
      to the extent that an investor who exercises his Warrants specifically
      designates, in writing, that Maxim solicited his, her or its exercise. In
      addition to soliciting, either orally or in writing, the exercise of Warrants
      by
      a Registered Holder, such services may also include disseminating information,
      either orally or in writing, to Warrant holders about the Company or the market
      for the Company’s securities, or assisting in the processing of the exercise of
      Warrants.

     

    (b)  In
      each
      instance in which a Warrant is exercised, the Warrant Agent shall promptly
      give
      written notice of such exercise to the Company and Maxim (“Warrant Agent’s
      Exercise Notice”). If, upon the exercise of any Warrant more than one year from
      the effective date of the Registration Statement (i) the market price of the
      Company’s Ordinary Shares is greater than the Warrant Price; (ii) disclosure of
      compensation arrangements between the Company and Maxim with respect to the
      solicitation of the exercise of the Warrants was made both at the time of the
      Public Offering and at the time of exercise (by delivery of the Prospectus
      or as
      otherwise required by applicable law, rule or regulation); (iii) the holder
      of
      the Warrant confirms in writing that the exercise of the Warrant was solicited
      by Maxim; (iv) the Warrant was not held in a discretionary account; and (v)
      the
      solicitation of the exercise of the Warrant was not in violation of Regulation
      M
      (as such rule or any successor rule may be in effect as of such time of
      exercise) promulgated under the Securities Exchange Act of 1934, as amended,
      then the Warrant Agent, simultaneously with the distribution of the Ordinary
      Shares underlying the Warrants so exercised in accordance with the instructions
      from the Company following receipt of the proceeds to the Company received
      upon
      exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of
      5% of
      the Warrant Price to Maxim, provided that Maxim delivers to the Warrant Agent
      within ten (10) business days from the date on which Maxim has received the
      Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in
      the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
      the foregoing, no fee will be paid to Maxim with respect to the exercise by
      the
      Underwriters or their affiliates or the Company’s officers or directors of
      Warrants purchased by it or them and still held by them for its or their own
      account. Maxim and the Company may, at any time during business hours, examine
      the records of the Warrant Agent, including its ledger of original Warrant
      certificates returned to the Warrant Agent upon exercise of
      Warrants.

     

    (c)  The
      provisions of this Section 3.3.5 may not be modified, amended or deleted without
      the prior written consent of Maxim.

     

    
      
        
        

      

      
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    4.  Adjustments.

     

    4.1  Stock
      Dividends Split Ups.
      If,
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is increased by a stock dividend payable
      in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
      then, on the effective date of such stock dividend, split up or similar event,
      the number of Ordinary Shares issuable on exercise of each Warrant shall be
      increased in proportion to such increase in outstanding Ordinary
      Shares.

     

    4.2  Aggregation
      of Shares.
      If,
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding Ordinary Shares is decreased by a consolidation,
      combination, reverse stock split or reclassification of Ordinary Shares or
      other
      similar event, then, on the effective date of such consolidation, combination,
      reverse stock split, reclassification or similar event, the number of Ordinary
      Shares issuable on exercise of each Warrant shall be decreased in proportion
      to
      such decrease in outstanding Ordinary Shares.

     

    4.3  Adjustments
      in Exercise Price.
      Whenever the number of Ordinary Shares purchasable upon the exercise of the
      Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of Ordinary Shares purchasable upon the exercise of the
      Warrants immediately prior to such adjustment, and (y) the denominator of which
      shall be the number of Ordinary Shares so purchasable immediately
      thereafter.

     

    4.4  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any (i) reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or a change that
      solely affects the par value of such Ordinary Shares); (ii) merger or
      consolidation of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and
      that does not result in any reclassification or reorganization of the
      outstanding Ordinary Shares); or (iii) sale or conveyance to another corporation
      or entity of the assets or other property of the Company in its entirety or
      substantially in its entirety in connection with which the Company is dissolved,
      the Registered Holder shall thereafter have the right to purchase and receive,
      upon the basis and upon the terms and conditions specified in the Warrants
      and
      in lieu of the Ordinary Shares of the Company immediately theretofore
      purchasable and receivable upon the exercise of the rights represented thereby,
      the kind and amount of shares of stock or other securities or property
      (including cash) receivable upon such reclassification, reorganization, merger
      or consolidation, or upon a dissolution following any such sale or transfer,
      that the Registered Holder would have received if such Registered Holder had
      exercised his, her or its Warrant(s) immediately prior to such event; and if
      any
      reclassification also results in a change in Ordinary Shares covered by Section
      4.1 or 4.2 above, then such adjustment shall be made pursuant to Sections 4.1,
      4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

     

    4.5  Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable on
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4 above, then, in any such event, the Company shall give
      written notice to the Registered Holder, at the last address set forth for
      such
      holder in the Warrant Register, of the record date or the effective date of
      the
      event. Failure to give such notice, or any defect therein, shall not affect
      the
      legality or validity of such event.

     

    
      
        
        

      

      
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    4.6  No
      Fractional Shares.
      Notwithstanding any provision contained in this Agreement to the contrary,
      the
      Company shall not issue fractional shares upon exercise of Warrants. If, by
      reason of any adjustment made pursuant to this Section 4, the holder of any
      Warrant would be entitled, upon the exercise of such Warrant, to receive a
      fractional interest in a share, the Company shall, upon such exercise, round
      up
      to the nearest whole number the number of the Ordinary Shares to be issued
      to
      the Registered Holder.

     

    4.7  Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4 and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time, in
      its
      sole discretion, make any change in the form of Warrant that the Company may
      deem appropriate provided that such change does not affect the substance
      thereof, and any Warrant thereafter issued or countersigned, whether in exchange
      or substitution for an outstanding Warrant or otherwise, may be in the form
      as
      so changed.

     

    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Registration
      of Transfer.
      Upon
      surrender of any outstanding Warrant for transfer, properly endorsed with
      signatures properly guaranteed and accompanied by appropriate instructions
      for
      transfer, the Warrant Agent shall register the transfer, from time to time,
      upon
      the Warrant Register. Upon any such transfer, a new Warrant representing an
      equal aggregate number of Warrants shall be issued and the old Warrant shall
      be
      cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
      by
      the Warrant Agent to the Company from time to time upon request.

     

    5.2  Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the Registered Holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that if a Warrant surrendered for transfer bears
      a
      restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
      new Warrants in exchange therefor until the Warrant Agent has received an
      opinion of counsel for the Company stating that such transfer may be made and
      indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.3  Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    
      
        
        

      

      
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    5.4  Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.5  Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    6.  Redemption.

     

    6.1  Redemption.
      Not
      less than all of the outstanding Warrants may be redeemed, at the option of
      the
      Company, at any time after they become exercisable and prior to their
      expiration, at the office of the Warrant Agent, upon the notice referred to
      in
      Section 6.3 below, at the price of $.01 per Warrant (the “Redemption Price”),
      provided that the last sales price of Ordinary Shares has been equal to or
      greater than $14.25 per share, on each of twenty (20) trading days within any
      thirty (30) trading day period ending on the third business day prior to the
      date on which notice of redemption is given. Notwithstanding the foregoing,
      the
      Registration Statement must be current in order for the Company to exercise
      its
      redemption rights pursuant to this Section 6. The provisions of this Section
      6.1
      may not be modified, amended or deleted without the prior written consent of
      Maxim. The Private Warrants are not subject to this Section 6 provided they
      are
      held by the initial purchasers thereof, or any of their permitted
      designees.

     

    6.2  Date
      Fixed for, and Notice of, Redemption.
      If the
      Company shall elect to redeem all of the Warrants, the Company shall fix a
      date
      for the redemption. Notice of redemption shall be mailed by first class mail,
      postage prepaid, by the Company not less than 30 days prior to the date fixed
      for redemption to the Registered Holders of the Warrants to be redeemed at
      their
      last addresses as they shall appear on the Warrant Register. Any notice mailed
      in the manner herein provided shall be conclusively presumed to have been duly
      given whether or not the Registered Holder received such notice.

     

    6.3  Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any
      time after notice of redemption shall have been given by the Company pursuant
      to
      Section 6.2 hereof and prior to the time and date fixed for redemption. On
      and
      after the redemption date, the record holder of the Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    7.  Other
      Provisions Relating to Rights of Registered Holders.

     

    7.1  No
      Rights as Stockholder.
      A
      Warrant does not entitle the Registered Holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2  Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor, and date
      as
      the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
      shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.3  Reservation
      of Ordinary Shares.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued Ordinary Shares that will be sufficient to permit the exercise
      in
      full of all outstanding Warrants issued pursuant to this Agreement.

     

    7.4  Registration
      of Ordinary Shares.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      use its best efforts to prepare and file with the SEC a post-effective amendment
      to the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall use its best efforts to take
      such
      action as is necessary to qualify for sale, in those states in which the
      Warrants were initially offered by the Company, the Ordinary Shares issuable
      upon exercise of the Warrants. In either case, the Company will use its best
      efforts to cause the same to become effective on or prior to the commencement
      of
      the Exercise Period and to use its best efforts to maintain the effectiveness
      of
      such registration statement until the expiration of the Warrants in accordance
      with the provisions of this Warrant Agreement; provided, however, the Company
      shall not be obligated to deliver Ordinary Shares and shall not have penalties
      for failure to deliver Ordinary Shares if a registration statement is not
      effective at the time of exercise by the holder. In addition, the Company agrees
      to use its reasonable efforts to register such securities under the blue sky
      laws of the states of residence of the exercising warrant holders to the extent
      an exemption is not available. The provisions of this Section 7.4 may not be
      modified, amended or deleted without the prior written consent of Maxim.
      Notwithstanding the foregoing, a Warrant can expire unexercised regardless
      of
      whether a registration statement is current under the Act with respect to the
      Ordinary Shares issuable upon exercise of the Warrants. In no event will the
      registered holder of a warrant be entitled to receive a net-cash settlement
      or
      Ordinary Shares or other consideration as of result of the Company's
      non-compliance with this Section 7.4.

     

    8.  Concerning
      the
      Warrant Agent and Other Matters.

     

    8.1  Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of Ordinary Shares upon the exercise of Warrants, but the Company
      shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such
      shares.

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation, incapacity to act or otherwise, the Company
      shall appoint in writing a successor Warrant Agent in place of the Warrant
      Agent. If the Company shall fail to make such appointment within a period of
      30
      days after it has been notified in writing of such resignation or incapacity
      by
      the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
      submit his Warrant for inspection by the Company), then the holder of any
      Warrant may apply to the Supreme Court of the State of New York for the County
      of New York for the appointment of a successor Warrant Agent. Any successor
      Warrant Agent, whether appointed by the Company or by such court, shall be
      a
      corporation organized and existing under the laws of the State of New York,
      in
      good standing, having its principal office in the Borough of Manhattan, City
      and
      State of New York, and authorized under such laws to exercise corporate trust
      powers and subject to supervision or examination by federal or state authority.
      After appointment, any successor Warrant Agent shall be vested with all the
      authority, powers, rights, immunities, duties, and obligations of its
      predecessor Warrant Agent with like effect as if originally named as Warrant
      Agent hereunder, without any further act or deed; but if for any reason it
      becomes necessary or appropriate, the predecessor Warrant Agent shall execute
      and deliver, at the expense of the Company, an instrument transferring to such
      successor Warrant Agent all the authority, powers, and rights of such
      predecessor Warrant Agent hereunder; and upon request of any successor Warrant
      Agent, the Company shall make, execute, acknowledge, and deliver any and all
      instruments in writing for more fully and effectually vesting in and confirming
      to such successor Warrant Agent all such authority, powers, rights, immunities,
      duties, and obligations.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.2.2  Notice
      of Successor Warrant Agent.
      If a
      successor Warrant Agent shall be appointed, the Company shall give notice
      thereof to the predecessor Warrant Agent and the transfer agent for the Ordinary
      Shares not later than the effective date of any such appointment.

     

    8.2.3  Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3  Fees
      and Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder as set forth on Exhibit A hereto, and will
      reimburse the Warrant Agent upon demand for all expenditures that the Warrant
      Agent may reasonably incur in the execution of its duties
      hereunder.

     

    8.3.2  Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Agreement, the Warrant
      Agent shall deem it necessary or desirable that any fact or matter be proved
      or
      established by the Company prior to taking or suffering any action hereunder,
      such fact or matter (unless other evidence in respect thereof be herein
      specifically prescribed) may be deemed to be conclusively proved and established
      by a statement signed by the Chief Executive Officer or Chief Operating Officer
      of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
      upon such statement for any action taken or suffered in good faith by it
      pursuant to the provisions of this Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.4.2  Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct, or bad faith.

     

    8.4.3  Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it (i) be responsible for any breach
      by
      the Company of any covenant or condition contained in this Agreement or in
      any
      Warrant; (ii) be responsible to make any adjustments required under the
      provisions of Section 4 hereof or responsible for the manner, method, or amount
      of any such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment; nor (iii) by any act hereunder be deemed to make
      any representation or warranty as to the authorization or reservation of any
      Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as
      to
      whether any Ordinary Shares will, when issued, be valid, fully paid and
      non-assessable.

     

    8.5  Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions set forth herein. The Warrant
      Agent shall, among other things, account promptly to the Company with respect
      to
      Warrants exercised and concurrently account for, and pay to the Company, all
      monies received by the Warrant Agent for the purchase of shares of the Company’s
      Ordinary Shares through the exercise of Warrants.

     

    9.  Miscellaneous
      Provisions.

     

    9.1  Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of each of their
      respective successors and assigns.

     

    9.2  Notices.
      Any
      notice or other communication required, or which may be given hereunder, shall
      be in writing and either be delivered (i) personally, (ii) by private national
      courier service, or (iii) be mailed, certified or registered mail, return
      receipt requested, postage prepaid. Notice 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:

     

    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309 GT, Ugland House 

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      President

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the Registered Holder or by the Company to or on the Warrant Agent shall be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service five days after deposit of such
      notice, postage prepaid, addressed (until another address is filed in writing
      by
      the Warrant Agent with the Company), as follows:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

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

    


    with
      a
      copy in each case 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:
      Clifford A. Teller

     

    9.3  Applicable
      law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company 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.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenient forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim.

     

    9.4  Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the Registered
      Holders of and, for the purposes of Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8
      hereof, Maxim, any right, remedy, or claim under or by reason of this Agreement
      or of any covenant, condition, stipulation, promise, or agreement hereof. Maxim
      shall be deemed to be a third-party beneficiary of this Agreement with respect
      to Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof. All covenants, conditions,
      stipulations, promises, and agreements contained in this Agreement shall be
      for
      the sole and exclusive benefit of the parties hereto (and Maxim with respect
      to
      the Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof) and their successors and
      assigns and of the Registered Holders.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9.5  Examination
      of the Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by any Registered Holder. The Warrant Agent may require any such
      holder to submit his Warrant for inspection by it.

     

    9.6  Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7  Effect
      of Headings.
      The
      section headings herein are for convenience only and are not part of this
      Agreement and shall not affect the interpretation thereof.

     

    9.8  Amendments.
      This
      Agreement may be amended by the parties hereto without the consent of any
      Registered Holder for the purpose of curing any ambiguity, or of curing,
      correcting or supplementing any defective provision contained herein or adding
      or changing any other provisions with respect to matters or questions arising
      under this Agreement as the parties may deem necessary or desirable and that
      the
      parties deem shall not adversely affect the interest of the Registered Holders.
      All other modifications or amendments, including any amendment to increase
      the
      Warrant Price or shorten the Exercise Period, shall require the written consent
      of each of Maxim and the Registered Holders of a majority of the then
      outstanding Warrants. Notwithstanding the foregoing, the Company may lower
      the
      Warrant Price or extend the duration of the Exercise Period in accordance with
      Sections 3.1 and 3.2 above, respectively, without such consent.

     

    9.9  Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable.

     

    [remainder
      of document continued on next page]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
      hereto as of the day and year first above written.

     

    
      	 	 	 
	 	ASIA
              SPECIAL
              SITUATION ACQUISITION CORP.
	 
 	 
 	 
 
	
            	By:  	/s/
              Angela Ho
	 	
              
Name:
              Angela Ho
	 	
              Title:
                Chief Executive Officer

            


    

    
       

      
        	 	 	 
	 	CONTINENTAL
                STOCK
                TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	
              	By:  	/s/
                Gregory P. Denman
	 	
                
Name:
                Gregory P. Denman
	 	
                Title:
                  Vice President