Unassociated Document


    10,000,000
      Units

    


    ASIA
      SPECIAL SITUATION ACQUISITION CORP.

    


    FORM
      OF UNDERWRITING AGREEMENT

    


    New
      York,
      New York

    January
      16, 2008

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      NY 10174

    As
      Representative of the Underwriters

    named
      on Schedule
      A
      hereto

    


    Ladies
      and Gentlemen:

     

    The
      undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company
      (“Company”),
      hereby confirms its agreement with Maxim Group LLC (hereinafter referred to
      as
“you,”
      “Maxim”
or
      the
“Representative”)
      and
      with the other underwriters named on Schedule
      A
      hereto
      for which Maxim is acting as Representative (the Representative and the other
      Underwriters being collectively referred to herein as the “Underwriters”
or,
      individually, an “Underwriter”)
      as
      follows:

     

    1.  Purchase
      and Sale of Securities.

     

    1.1  Firm
      Securities.

     

    1.1.1 Purchase
      of Firm Units.
      On the
      basis of the representations and warranties herein contained, but subject to
      the
      terms and conditions herein set forth, the Company agrees to issue and sell,
      severally and not jointly, to the several Underwriters, an aggregate of
      10,000,000 units (the “Firm
      Units”)
      of the
      Company at a purchase price (net of discounts and commissions, $.30 of which
      shall be deposited into the Trust Fund (as defined herein)) of $9.30 per Firm
      Unit. The Underwriters, severally and not jointly, agree to purchase from the
      Company the number of Firm Units set forth opposite their respective names
      on
Schedule
      A
      attached
      hereto and made a part hereof at a purchase price (net of discounts and
      commissions, $.30 of which shall be deposited into the Trust Fund) of $9.30
      per
      Firm Unit. The Firm Units are to be offered initially to the public (the
“Offering”)
      at the
      offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share
      of
      the Company’s ordinary shares, par value $.0001 per share (the “Ordinary
      Shares”),
      and
      one warrant to purchase one Ordinary Share (the “Warrant(s)”).
      The
      Ordinary Shares and the Warrants included in the Firm Units will not be
      separately transferable until the earlier to occur of 10 business days
      following: (i) the expiration of the Over-allotment Option (as defined in
      Section 1.2 hereof), or (ii) the exercise of the Over-allotment Option in full.
      Maxim may decide to allow continued trading of the Units following such
      separation. In no event will the Company allow separate trading until the
      preparation of an audited balance sheet of the Company reflecting receipt by
      the
      Company of the proceeds of the Offering and the filing of such audited balance
      sheet with the Commission (as herein defined) on a Form 8-K or similar form
      by
      the Company which includes such balance sheet. Each Warrant entitles its holder
      to purchase one Ordinary Share for $7.50 per share during the period commencing
      on the later of (a) the consummation by the Company of its “Business
      Combination” or (b) one year from the effective date of the Registration
      Statement (“Effective
      Date”)
      and
      terminating on the four-year anniversary of the Effective Date. As used herein,
      the term “Business
      Combination”
shall
      mean any acquisition by capital stock exchange, asset or stock acquisition
      or
      other similar business combination consummated by capital
      stock exchange with, purchasing all or substantially all of the assets of,
      or
      engaging in any other similar business combination, or control through
      contractual arrangements,
      of one
      or more unidentified operating businesses
      that are
      either located in Asia, provide products or services to customers located in
      Asia, or invest in Asia.
      The
      Company may enter into a Business Combination with a company in any industry,
      although the Company’s initial focus will be on acquiring
      an operating business in the leisure and hospitality or financial services
      industries, that is located in or providing products or services to customers
      in
      China.
      The
      Company has the right to redeem the Warrants (including the Representative’s
      Warrants) upon not less than thirty (30) days written notice at a price of
      $0.01
      per Warrant at any time after the Warrants become exercisable; so long as the
      last sales price of the Ordinary Shares has been at least $14.25 for any twenty
      (20) trading days within a thirty (30) trading day period ending on the third
      Business Day prior to the day on which notice is given. As
      used herein, the term “Business
      Day”
shall
      mean any day other than a Saturday, Sunday or any day on which national banks
      in
      New York, New York are not open for business. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.1.2
       Payment
      and Delivery.
      Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York
      time, on the third Business Day following the Effective Date of the Registration
      Statement (or the fourth Business Day following the Effective Date, if the
      Registration Statement is declared effective after 4:30 p.m.) or at such earlier
      time as shall be agreed upon by the Representative and the Company at the
      offices of the Representative or at such other place as shall be agreed upon
      by
      the Representative and the Company. The closing of the public offering
      contemplated by this Agreement is referred to herein as the “Closing”
      and the
      hour and date of delivery and payment for the Firm Units is referred to herein
      as the “Closing
      Date.”
      Payment for the Firm Units shall be made on the Closing Date at the
      Representative’s election by wire transfer in Federal (same day) funds or by
      certified or bank cashier’s check(s) in New York Clearing House funds.
      $100,000,000 ($114,250,000 if the Over-allotment Option (as defined in Section
      1.2) is exercised in full), or $10.00 per unit, of the proceeds received by
      the
      Company for the Firm Units and from the Private Placement (as defined in Section
      1.4) shall be deposited in the trust fund established by the Company for the
      benefit of the public stockholders as described in the Registration Statement
      (the “Trust
      Fund”)
      pursuant to the terms of an Investment Management Trust Agreement (the
“Trust
      Agreement”)
      which
      amount includes up to $3,000,000 ($0.30 per Firm Unit; $3,450,000 if the
      Over-allotment Option is exercised in full) payable to the Representative as
      contingent compensation upon consummation of a Business Combination. However,
      in
      the event the Over-allotment Option (as defined below) is exercised in full,
      to
      the extent the funds held in the Trust Fund are less than $10.00 per share,
      the
      first $750,000 in interest earned on the amount held in the Trust Fund (net
      of
      taxes payable) will be used to cover such shortfall to bring the amount held
      in
      the Trust Fund for the benefit of the public stockholders to an aggregate of
      $115,000,000 ($10.00 per share). Any remaining proceeds (less commissions,
      expense allowance and actual expense payments or other fees payable pursuant
      to
      this Agreement) shall be paid to the order of the Company upon delivery to
      the
      Representative of certificates (in form and substance satisfactory to the
      Underwriters) representing the Firm Units (or through the facilities of the
      Depository Trust Company (the “DTC”))
      for
      the account of the Underwriters. The Firm Units shall be registered in such
      name
      or names and in such authorized denominations as the Representative may request
      in writing at least two Business Days prior to the Closing Date. The Company
      will permit the Representative to examine and package the Firm Units for
      delivery, at least one full Business Day prior to the Closing Date. The Company
      shall not be obligated to sell or deliver the Firm Units except upon tender
      of
      payment by the Representative for all the Firm Units. 

    


    
      
        
        

      

      
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    1.2 Over-Allotment
      Option.

     

    1.2.1 Option
      Units.
      For the
      purpose of covering any over-allotments in connection with the distribution
      and
      sale of the Firm Units, the Underwriters are hereby granted, severally and
      not
      jointly, an option to purchase up to an additional 1,500,000 units from the
      Company (the “Over-allotment
      Option”).
      Such
      additional 1,500,000 units shall be identical in all respects to the Firm Units
      and are hereinafter referred to as “Option
      Units.”
The
      Firm Units and the Option Units are hereinafter collectively referred to as
      the
“Units,”
and
      the Units, the Ordinary Shares and the Warrants included in the Units and the
      Ordinary Shares issuable upon exercise of the Warrants are hereinafter referred
      to collectively as the “Public
      Securities.”
The
      purchase price to be paid for the Option Units (net of discounts and
      commissions) will be $9.30 per Option Unit (of which $.30 of such discounts
      and
      commissions shall be deposited in the Trust Fund pursuant to Section 1.5).
      The
      Option Units are to be offered initially to the public at the offering price
      of
      $10.00 per Option Unit. 

     

    1.2.2 Exercise
      of Option.
      The
      Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised
      by the Representative as to all (at any time) or any part (from time to time)
      of
      the Option Units within 45 days after the Effective Date. The Underwriters
      will
      not be under any obligation to purchase any Option Units prior to the exercise
      of the Over-allotment Option. The Over-allotment Option granted hereby may
      be
      exercised by the giving of oral notice to the Company from the Representative,
      which must be confirmed in writing by overnight mail or facsimile transmission
      setting forth the number of Option Units to be purchased and the date and time
      for delivery of and payment for the Option Units, which will not be later than
      five Business
      Days after the date of the notice or such other time as shall be agreed upon
      by
      the Company and the Representative, at the offices of the Representative or
      at
      such other place or in such other manner as shall be agreed upon by the Company
      and the Representative. If such delivery and payment for the Option Units does
      not occur on the Closing Date, the date and time of the closing for such Option
      Units will be as set forth in the notice (hereinafter the “Option
      Closing Date”).
      Upon
      exercise of the Over-allotment Option, the Company will become obligated to
      convey to the Underwriters, and, subject to the terms and conditions set forth
      herein, the Underwriters will become obligated to purchase, the number of Option
      Units specified in such notice.

     

    1.2.3 Payment
      and Delivery.
      Payment
      for the Option Units shall be made on the Option Closing Date at the
      Representative’s election by wire transfer in Federal (same day) funds or by
      certified or bank cashier’s check(s) in New York Clearing House funds, by
      deposit of the sum of $9.30 per Option Unit (of which $.30 of the Underwriters
      discounts and commission shall be deposited in the Trust Fund pursuant to
      Section 1.5) in the Trust Fund pursuant to the Trust Agreement upon delivery
      to
      the Representative of certificates (in form and substance satisfactory to the
      Underwriters) representing the Option Units (or through the facilities of DTC)
      for the account of the Underwriters. The certificates representing the Option
      Units to be delivered will be in such denominations and registered
      in such
      names as the Representative requests not less than two Business Days prior
      to
      the Closing Date or the Option Closing Date, as the case may be, and will be
      made available to the Representative for inspection, checking and packaging
      at
      the aforesaid office of the Company’s transfer agent or correspondent not less
      than one full Business Day prior to such Closing Date or Option Closing
      Date.

     

    
      
        
        

      

      
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    1.3 Representative’s
      Purchase Option.

     

    1.3.1 Purchase
      Option.
      As
      additional consideration, the Company hereby agrees to issue and sell to the
      Representative (and/or its designees) on the Effective Date an option
      (“Representative’s
      Purchase Option”)
      for
      the purchase of an aggregate of 475,000 units (the “Representative’s
      Units”)
      for an
      aggregate purchase price of $100.00. The Representative’s Purchase Option shall
      be exercisable, in whole or in part, commencing on the consummation of a
      Business Combination and expiring on the five-year anniversary of the Effective
      Date at an initial exercise price per Representative’s Unit of $12.50, which is
      equal to one hundred and twenty five percent (125%) of the initial public
      offering price of a Unit. The Representative’s Purchase Option, the
      Representative’s Units, the Ordinary Shares and the Warrants included in the
      Representative’s Units (the “Representative’s
      Warrants”)
      and
      the Ordinary Shares issuable upon exercise of the Representative’s Warrants are
      hereinafter referred to collectively as the “Representative’s
      Securities.”
The
      Public Securities and the Representative’s Securities are hereinafter referred
      to collectively as the “Securities.”
      Representative understands and agrees there are significant restrictions against
      transferring the Representative’s Purchase Option, and the Representative’s
      Securities, during the first eighteen months after the Effective Date, as set
      forth in Section 3 of the Representative’s Purchase Option. 

     

    1.3.2 Delivery
      and Payment.
      Delivery and payment for the Representative’s Purchase Option shall be made on
      the Closing Date. The Company shall deliver to the Representative and its
      designees upon payment therefor, certificates for the Representative’s Purchase
      Option in the name or names and in such authorized denominations as the
      Representative may request.

    


    1.4 Private
      Placement to Ho Capital Management, LLC.
      Prior
      to the Effective Date, Ho Capital Management, LLC, purchased from the Company
      pursuant to the Subscription Agreement (as defined in Section 2.23.2 hereof)
      an
      aggregate of 5,725,000 warrants (the “Placement
      Warrants”)
      which
      are identical to the Warrants, except that the Placement Warrants while held
      by
      Ho Capital Management, LLC, or its permitted assigns, shall not be subject
      to
      redemption and shall be exercisable on a cashless basis, at a purchase price
      of
      $1.00 per Placement Warrant in a private placement that occurred immediately
      prior to the entering into of this Agreement (the “Private
      Placement”).
      The
      Placement Warrants and the Ordinary Shares issuable upon exercise of the
      Placement Warrants are hereinafter referred to collectively as the “Placement
      Securities.”
There
      was no placement agent in the Private Placement and no party shall be entitled
      to a placement fee or expense allowance from the sale of the Placement
      Securities.

    


    
      
        
        

      

      
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    1.5 Contingent
      Portion of Underwriters’ Discount.
      Representative, on behalf of itself and the other Underwriters, agrees that
      3.0%
      of the gross proceeds from the sale of the Firm Units ($3,000,000) and the
      Option Units (an aggregate of $3,450,000 if the Over-allotment Option is
      exercised in full) (the “Contingent
      Discount”)
      will
      be deposited in and held in the Trust Fund and payable to the Representative,
      on
      a pro rata basis in respect of any IPO Shares (defined in Section 7.6 hereof)
      which are not redeemed pursuant to Section 7.6 hereof upon the consummation
      of a
      Business Combination. Representative, on behalf of itself and the other
      Underwriters, agrees the several Underwriters shall forfeit any rights or claims
      to the Contingent Discount in respect of any IPO Shares redeemed pursuant to
      Section 7.6 hereof. In addition, in the event the Company is unable to
      consummate a Business Combination and Continental Stock Transfer & Trust
      Company (“CST”
or
      “Escrow
      Agent”),
      the
      trustee of the Trust Fund, commences liquidation of the Trust Fund as provided
      in the Trust Agreement, the Representative, on behalf of itself and the other
      Underwriters, agrees that (i) the several Underwriters shall forfeit any rights
      or claims to the Contingent Discount; and (ii) the Contingent Discount, together
      with all other amounts on deposit in the Trust Fund, and any accrued interest
      thereon (net of taxes payable), shall be distributed on a pro-rata basis among
      the holders of the Ordinary Shares included in the Units sold in the
      Offering.

    


    1.6 Corporate
      Finance Fee.
      A
      corporate finance fee of 1.0% of the gross proceeds from the offer and sale
      of
      the Units shall be paid by the Company to Maxim on the Closing Date and each
      Option Closing Date, as applicable, less $65,000 (“Advance”)
      previously advanced to Maxim by the Company.

    


    2. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Underwriters as follows:

     

    2.1 Filing
      of Registration Statement.

     

    2.1.1 Pursuant
      to the Act.
      The
      Company has filed with the Securities and Exchange Commission (the “Commission”)
      a
      registration statement and an amendment or amendments thereto, on Form S-1
      (File
      No. 333-145163), including any related preliminary prospectus (the “Preliminary
      Prospectus”,
      including any prospectus that is included in the Registration Statement
      immediately prior to the effectiveness of the Registration Statement), for
      the
      registration of the Public Securities under the Act, which registration
      statement and amendment or amendments have been prepared by the Company in
      conformity with the requirements of the Act, and the rules and regulations
      (the
“Regulations”)
      of the
      Commission under the Act. The conditions for use of Form S-1 to register the
      Offering under the Act, as set forth in the General Instructions to such Form,
      have been satisfied in all material respects. Except as the context may
      otherwise require, such registration statement, as amended, on file with the
      Commission at the time the registration statement becomes effective (including
      the prospectus, financial statements, schedules, exhibits and all other
      documents filed as a part thereof or incorporated therein and all information
      deemed to be a part thereof as of such time pursuant to Rule 430A of the
      Regulations), is hereinafter called the “Registration
      Statement,”
and
      the form of the final prospectus dated the Effective Date included in the
      Registration Statement (or, if applicable, the form of final prospectus
      containing information permitted to be omitted at the time of effectiveness
      by
      Rule 430A of the Regulations filed with the Commission pursuant to Rule 424
      of
      the Regulations), is hereinafter called the “Prospectus.”
      For
      purposes of this Agreement, “Time
      of Sale”,
      as used in the Act, means 5:00 p.m., New York City time, on the date of this
      Agreement. If
      the
      Company has filed, or is required pursuant to the terms hereof to file, a
      registration statement pursuant to Rule 462(b) under the Securities Act
      registering the Securities (a “Rule
      462(b) Registration Statement”),
      then,
      unless otherwise specified, any reference herein to the term “Registration
      Statement”
shall
      be deemed to include such Rule 462(b) Registration Statement. Other than a
      Rule
      462(b) Registration Statement, which, if filed, becomes effective upon filing,
      no other document with respect to the Registration Statement has heretofore
      been
      filed with the Commission. All of the Public Securities have been registered
      under the Securities Act pursuant to the Registration Statement or, if any
      Rule
      462(b) Registration Statement is filed, will be duly registered under the
      Securities Act with the filing of such Rule 462(b) Registration Statement.
      The
      Registration Statement has been declared effective by the Commission on the
      date
      hereof.
      If, subsequent to the date of this Agreement, the Company or the Representative
      has determined that at the Time of Sale the Prospectus included an untrue
      statement of a material fact or omitted a statement of material fact necessary
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading, and have agreed to provide an opportunity to
      purchasers of the Firm Units to terminate their old purchase contracts and
      enter
      into new purchase contracts, the Prospectus will be deemed to include any
      additional information available to purchasers at the time of entry into the
      first such new purchase contract.

    


    
      
        
        

      

      
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    2.1.2 Pursuant
      to the Exchange Act.
      The
      Company has filed with the Commission a Form 8-A (File Number 001-33916)
      providing for the registration under the Securities Exchange Act of 1934, as
      amended (the “Exchange
      Act”),
      of
      the Units, the Ordinary Shares and the Warrants. The registration of the Units,
      Ordinary Shares and Warrants under the Exchange Act will be declared effective
      by the Commission on or prior to the Effective Date.

     

    2.2
       No
      Stop Orders, Etc.
      Neither
      the Commission nor, to the best of the Company’s knowledge, any state regulatory
      authority has issued any order or threatened to issue any order preventing
      or
      suspending the use of any Preliminary Prospectus or has instituted or, to the
      best of the Company’s knowledge, threatened to institute any proceedings with
      respect to such an order.

     

    2.3 Disclosures
      in Registration Statement.

     

    2.3.1  10b-5
      Representation.
      At the
      time the Registration Statement became effective, upon the filing or first
      use
      (within the meaning of the Regulations) of the Prospectus and at the Closing
      Date and the Option Closing Date, if any, the Registration Statement and the
      Prospectus contained or will contain all material statements that are required
      to be stated therein in accordance with the Act and the Regulations, and did
      or
      will in all material respects conform to the requirements of the Act and the
      Regulations. Neither the Registration Statement nor any Preliminary Prospectus
      or the Prospectus, nor any amendment or supplement thereto, on their respective
      dates, did or will contain any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein (in the case of the Preliminary Prospectus and the
      Prospectus, in light of the circumstances under which they were made), not
      misleading. When any Preliminary Prospectus was first filed with the Commission
      (whether filed as part of the Registration Statement for the registration of
      the
      Securities or any amendment thereto or pursuant to Rule 424(a) of the
      Regulations) or first used (within the meaning of the Regulations) and when
      any
      amendment thereof or supplement thereto was first filed with the Commission
      or
      first used (within the meaning of the Regulations), such Preliminary Prospectus
      and any amendments thereof and supplements thereto complied or will have been
      corrected in the Prospectus to comply in all material respects with the
      applicable provisions of the Act and the Regulations and did not and will not
      contain an untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The representation and warranty made in this Section 2.3.1 does
      not
      apply to statements made or statements omitted in reliance upon and in
      conformity with written information furnished to the Company with respect to
      the
      Underwriters by the Representative expressly for use in the Registration
      Statement or Prospectus or any amendment therof or supplement thereto. It is
      understood the statements set forth in the Prospectus under the heading
“Underwriting” constitute, for the purposes of this Agreement, information
      furnished by the Representative with respect to the Underwriters.

     

    2.3.2
       Disclosure
      of Agreements.
      The
      agreements and documents described in the Registration Statement, the
      Preliminary Prospectus and the Prospectus conform to the descriptions thereof
      contained therein and there are no agreements or other documents required to
      be
      described in the Registration Statement, the Preliminary Prospectus or the
      Prospectus or to be filed with the Commission as exhibits to the Registration
      Statement, that have not been so described or filed. Each agreement or other
      instrument (however characterized or described) to which the Company is a party
      or by which its property or business is or may be bound or affected and (i)
      that
      is referred to in the Registration Statement, Preliminary Prospectus or the
      Prospectus or attached as an exhibit thereto, or (ii) is material to the
      Company’s business, has been duly and validly executed by the Company, is in
      full force and effect in all material respects and is enforceable against the
      Company and, to the Company’s knowledge, the other parties thereto, in
      accordance with its terms, except (x) as such enforceability may be limited
      by
      bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution
      provision may be limited under the federal and state securities laws, and (z)
      that the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to the equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought, and none
      of
      such agreements or instruments has been assigned by the Company, and neither
      the
      Company nor, to the Company’s knowledge, any other party is in breach or default
      thereunder and, to the Company’s knowledge, no event has occurred that, with the
      lapse of time or the giving of notice, or both, would constitute a breach or
      default thereunder. To the Company’s knowledge, performance by the Company of
      the material provisions of such agreements or instruments will not result in
      a
      material violation of any existing applicable law, rule, regulation, judgment,
      order or decree of any governmental agency or court, domestic or foreign, having
      jurisdiction over the Company or any of its assets or businesses, including,
      without limitation, those relating to environmental laws and
      regulations.

     

    
      
        
        

      

      
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    2.3.3
       Prior
      Securities Transactions.
      No
      securities of the Company have been sold by the Company or by or on behalf
      of,
      or for the benefit of, any person or persons controlling, controlled by, or
      under common control with the Company since the date of the Company’s formation,
      except as disclosed in the Registration Statement.

     

    2.3.4 Regulations.
      The
      disclosures in the Registration Statement, the Preliminary Prospectus and the
      Prospectus concerning the effects of Federal, State and local regulation on
      the
      Company’s business as currently contemplated fairly summarize, to the best of
      the Company’s knowledge, such effects and do not omit to state a material fact
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading.

     

    2.4 Changes
      After Dates in Registration Statement.

     

    2.4.1 No
      Material Adverse Change.
      Except
      as contemplated in the Prospectus, since
      the respective dates as of which information is given in the Registration
      Statement, any Preliminary Prospectus and/or the Prospectus, except as otherwise
      specifically stated therein: (i) there has been no material adverse change
      in
      the condition, financial or otherwise, or business prospects of the Company;
      (ii) there have been no material transactions entered into by the Company,
      other
      than as contemplated pursuant to this Agreement; (iii) no member of the
      Company’s board of directors or management has resigned from any position with
      the Company and (iv) no event or occurrence has taken place which materially
      impairs, or would likely materially impair, with the passage of time, the
      ability of the members of the Company’s board of directors or management to act
      in their capacities with the Company as described in the Registration Statement
      and the Prospectus.

     

    2.4.2 Recent
      Securities Transactions, Etc.
      Except
      as contemplated in the Prospectus, subsequent to the respective dates as of
      which information is given in the Registration
      Statement and the Prospectus, and except as may otherwise be indicated or
      contemplated herein or therein,
      the
      Company has not: (i) issued any securities or incurred any liability or
      obligation, direct or contingent, for borrowed money; or (ii) declared or paid
      any dividend or made any other distribution on or in respect to its capital
      stock.

     

    2.5 Independent
      Accountants.
      To the
      best of the Company’s knowledge, Rothstein, Kass & Co. (“RKC”),
      whose
      report is filed with the Commission as part of the Registration Statement and
      included in the Registration Statement, the Preliminary Prospectus and the
      Prospectus, are independent accountants as required by the Act and the
      Regulations and the Public Company Accounting Oversight Board (including
      the rules and regulations promulgated by such entity, the “PCAOB”).
      To the best of the Company’s knowledge, RKC is duly registered and in good
      standing with the PCAOB. RKC has
      not,
      during the periods covered by the financial statements included in the
      Registration Statement and the Prospectus, provided to the Company any non-audit
      services, as such term is used in Section 10A(g) of the Exchange
      Act.

     

    
      
        
        

      

      
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    2.6 Financial
      Statements; Statistical Data.
      

    


    2.6.1 Financial
      Statements.
      The
      financial statements, including the notes thereto and supporting schedules
      included in the Registration Statement, the Preliminary Prospectus and the
      Prospectus fairly present the financial position and the results of operations
      of the Company at the dates and for the periods to which they apply; and such
      financial statements have been prepared in conformity with generally accepted
      accounting principles, consistently applied throughout the periods involved;
      and
      the supporting schedules included in the Registration Statement present fairly
      the information required to be stated therein. To the best of the Company’s
      knowledge,
      no other financial statements or supporting schedules are required to be
      included or incorporated by reference in the Registration Statement,
      the
      Preliminary Prospectus or the Prospectus.
      The
      Registration Statement, the Preliminary Prospectus and the Prospectus disclose
      all material off-balance sheet transactions, arrangements, obligations
      (including contingent obligations), and other relationships of the Company
      with
      unconsolidated entities or other persons that may have a material current or
      future effect on the Company’s financial condition, changes in financial
      condition, results of operations, liquidity, capital expenditures, capital
      resources, or significant components of revenues or expenses. To the best of
      the
      Company’s knowledge,
      there are no pro forma or as adjusted financial statements which are required
      to
      be included in
      the Registration Statement and the
      Prospectus
      in accordance with Regulation
      S-X which have not been included as so required.

    


    2.6.2 Statistical
      Data.
      The
      statistical, industry-related and market-related data included in the
      Registration Statement, the Preliminary Prospectus and the Prospectus are based
      on or derived from sources which the Company reasonably and in good faith
      believes are reliable and accurate, and such data agree with the sources from
      which they are derived. 

     

    2.7  Authorized
      Capital; Options, Etc.
      The
      Company had at the date or dates indicated in the Registration Statement, the
      Preliminary Prospectus and the Prospectus, as the case may be, duly authorized,
      issued and outstanding capitalization as set forth in the Registration
      Statement, the Preliminary Prospectus and the Prospectus. Based on the
      assumptions stated in the Registration Statement, the Preliminary Prospectus
      and
      the Prospectus, the Company will have on the Closing Date the adjusted stock
      capitalization set forth therein. Except as set forth in, or contemplated by,
      the Registration Statement, the Preliminary Prospectus and the Prospectus,
      on
      the Effective Date of the Prospectus and on the Closing Date and the Option
      Closing Date, if any, there will be no options, warrants, or other rights to
      purchase or otherwise acquire any authorized, but unissued Ordinary Shares
      of
      the Company or any security convertible into shares of Ordinary Shares of the
      Company, or any contracts or commitments to issue or sell Ordinary Shares or
      any
      such options, warrants, rights or convertible securities.

     

    
      
        
        

      

      
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    2.8 Valid
      Issuance of Securities, Etc.

     

    2.8.1 Outstanding
      Securities.
      All
      issued and outstanding securities of the Company (including, without limitation,
      the Placement Securities) have been duly authorized and validly issued and
      are
      fully paid and non-assessable; the holders thereof have no rights of rescission
      with respect thereto, and are not subject to personal liability by reason of
      being such holders; and none of such securities were issued in violation of
      the
      preemptive rights of any holders of any security of the Company or similar
      contractual rights granted by the Company. The Public Securities conform to
      all
      statements relating thereto contained in the Registration Statement, the
      Preliminary Prospectus and the Prospectus. Subject to the disclosure contained
      in the Registration Statement, the Preliminary Prospectus and the Prospectus
      with respect to the Placement Securities, the offers and sales of the
      outstanding Ordinary Shares were at all relevant times either registered under
      the Act and the applicable state securities or Blue Sky laws or, based in part
      on the representations and warranties of the purchasers of such Ordinary Shares,
      exempt from such registration requirements.

     

    2.8.2
       Securities
      Sold Pursuant to this Agreement.
      The
      Securities have been duly authorized and reserved for issuance and when issued
      and paid for, will be validly issued, fully paid and non-assessable; the holders
      thereof are not and will not be subject to personal liability by reason of
      being
      such holders; the Securities are not and will not be subject to the preemptive
      rights of any holders of any security of the Company or similar contractual
      rights granted by the Company; and all corporate action required to be taken
      for
      the authorization, issuance and sale of the Securities has been duly and validly
      taken. The Securities conform in all material respects to all statements with
      respect thereto contained in the Registration Statement, the Preliminary
      Prospectus and the Prospectus, as the case may be. When issued, the
      Representative’s Purchase Option, the Representative’s Warrants and the Warrants
      will constitute valid and binding obligations of the Company to issue and sell,
      upon exercise thereof and payment of the respective exercise prices therefor,
      the number and type of securities of the Company called for thereby in
      accordance with the terms thereof and such Representative’s Purchase Option, the
      Representative’s Warrants and the Warrants are enforceable against the Company
      in accordance with their respective terms, except: (i) as such enforceability
      may be limited by bankruptcy, insolvency, reorganization or similar laws
      affecting creditors’ rights generally; (ii) as enforceability of any
      indemnification or contribution provision may be limited under federal and
      state
      securities laws; and (iii) that the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to the equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought. The Ordinary Shares issuable upon exercise of the
      Representative’s Purchase Option, the Representative’s Warrants and the Warrants
      have been reserved for issuance upon the exercise of the Representative’s
      Purchase Option, the Representative’s Warrants and the Warrants, respectively,
      and, when issued in accordance with the terms of such securities, will be duly
      and validly authorized, validly issued, fully paid and non-assessable; the
      holders thereof are not and will not be subject to personal liability by reason
      of being such holders.

    


    
      
        
        

      

      
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    2.8.3 Placement
      Warrants.
      The
      Placement Warrants constitute valid and binding obligations of the Company
      to
      issue and sell, upon exercise thereof and payment of the respective exercise
      prices therefor, the number and type of securities of the Company called for
      thereby in accordance with the terms thereof, and such Placement Warrants are
      enforceable against the Company in accordance with their respective terms,
      except: (i) as such enforceability may be limited by bankruptcy, insolvency,
      reorganization or similar laws affecting creditors’ rights generally; (ii) as
      enforceability of any indemnification or contribution provision may be limited
      under federal and state securities laws; and (iii) that the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      the equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought. The Ordinary Shares issuable upon exercise
      of the Placement Warrants have been reserved for issuance upon the exercise
      of
      the Placement Warrants and, when issued in accordance with the terms of the
      Placement Warrants, will be duly and validly authorized, validly issued, fully
      paid and non-assessable, and the holders thereof are not and will not be subject
      to personal liability by reason of being such holders.

    


    2.8.4 No
      Integration.
      Subject
      to the disclosure contained in the Registration Statement, the Preliminary
      Prospectus and/or the Prospectus with respect to the Placement Securities,
      neither the Company nor any of its affiliates has, prior to the date hereof,
      made any offer or sale of any securities which are required to be “integrated”
pursuant to the Act or the Regulations with the offer and sale of the Public
      Securities pursuant to the Registration Statement.

    


    2.9 Registration
      Rights of Third Parties.
      Except
      as set forth in the Registration Statement, the Preliminary Prospectus or the
      Prospectus, no holders of any securities of the Company or any rights
      exercisable for or convertible or exchangeable into securities of the Company
      have the right to require the Company to register any such securities of the
      Company under the Act or to include any such securities in a registration
      statement to be filed by the Company.

     

    2.10
       Validity
      and Binding Effect of Agreements.
      This
      Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust
      Agreement, the Service Agreement (as defined in Section 3.7.2 hereof), the
      Subscription Agreement (as defined in Section 2.23.2 hereof) and the Escrow
      Agreement (as defined in Section 2.23.3 hereof) have been duly and validly
      authorized by the Company and constitute valid and binding agreements of the
      Company, enforceable against the Company in accordance with their respective
      terms, except: (i) as such enforceability may be limited by bankruptcy,
      insolvency, reorganization or similar laws affecting creditors’ rights
      generally; (ii) as enforceability of any indemnification or contribution
      provision may be limited under the federal and state securities laws; and (iii)
      that the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to the equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought.

     

    
      
        
        

      

      
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    2.11  No
      Conflicts, Etc.
      The
      execution, delivery, and performance by the Company of this Agreement, the
      Warrant Agreement, Representative’s Purchase Option, the Trust Agreement, the
      Service Agreement, the Subscription Agreement and the Escrow Agreement, the
      consummation by the Company of the transactions herein and therein contemplated
      and the compliance by the Company with the terms hereof and thereof do not
      and
      will not, with or without the giving of notice or the lapse of time or both:
      (i)
      result in a breach of, or conflict with any of the terms and provisions of,
      or
      constitute a default under, or result in the creation, modification, termination
      or imposition of any lien, charge or encumbrance upon any property or assets
      of
      the Company pursuant to the terms of any agreement or instrument to which the
      Company is a party except pursuant to the Trust Agreement; (ii) result in any
      violation of the provisions of the Amended and Restated Memorandum and Articles
      of Association of the Company; or (iii) to the best of the Company’s knowledge,
      violate any existing applicable law, rule, regulation, judgment, order or decree
      of any governmental agency or court, domestic or foreign, having jurisdiction
      over the Company or any of its properties or business.

     

    2.12  No
      Defaults; Violations.
      No
      material default exists in the due performance and observance of any term,
      covenant or condition of any material license, contract, indenture, mortgage,
      deed of trust, note, loan or credit agreement, or any other agreement or
      instrument evidencing an obligation for borrowed money, or any other material
      agreement or instrument to which the Company is a party or by which the Company
      may be bound or to which any of the properties or assets of the Company is
      subject. The Company is not in violation of any term or provision of its Amended
      and Restated Memorandum and Articles of Association or in violation of any
      material franchise, license, permit, or, to the best of the Company’s knowledge,
      applicable law, rule, regulation, judgment or decree of any governmental agency
      or court, domestic or foreign, having jurisdiction over the Company or any
      of
      its properties or businesses.

     

    2.13 Corporate
      Power; Licenses; Consents.

     

    2.13.1
       Conduct
      of Business.
      The
      Company has all requisite corporate power and authority, and has all necessary
      authorizations, approvals, orders, licenses, certificates and permits of and
      from all governmental regulatory officials and bodies that it needs as of the
      date hereof to conduct its business for the purposes described in the
      Registration Statement, the Preliminary Prospectus and the Prospectus. The
      disclosures in the Registration Statement and the Prospectus concerning the
      effects of federal, state and local regulation on this Offering and the
      Company’s business purpose as currently contemplated are correct in all material
      respects and do not omit to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. Since its formation,
      the Company has conducted no business and has incurred no liabilities other
      than
      in connection with and in furtherance of the Offering. 

     

    2.13.2 Transactions
      Contemplated Herein.
      The
      Company has all corporate power and authority to enter into this Agreement
      and
      to carry out the provisions and conditions hereof, and all consents,
      authorizations, approvals and orders required in connection therewith have
      been
      obtained. No consent, authorization or order of, and no filing with, any court,
      government agency or other body is required for the valid issuance, sale and
      delivery, of the Securities and the consummation of the transactions and
      agreements contemplated by this Agreement, the Warrant Agreement,
      Representative’s Purchase Option, the Trust Agreement, the Service Agreement,
      the Subscription Agreement and the Escrow Agreement and as contemplated by
      the
      Prospectus, except with respect to applicable federal and state securities laws
      and the rules and regulations promulgated by the Financial
      Industry Regulatory Authority (the
      “FINRA”).

     

    
      
        
        

      

      
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    2.14 D&O
      Questionnaires.
      All
      information contained in the questionnaires (the “Questionnaires”)
      completed by each of the Company’s stockholders immediately prior to the
      Offering (the “Initial
      Stockholders”)
      and
      each of the Company’s officers and directors and provided to the Underwriters as
      an exhibit to his or her Insider Letter (as defined in Section 2.23.1) is true
      and correct and the Company has not become aware of any information which would
      cause the information disclosed in the questionnaires completed by each Initial
      Stockholder, officer or director, to become inaccurate and
      incorrect.

     

    2.15
       Litigation;
      Governmental Proceedings.
      There
      is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
      or governmental proceeding pending or, to the best of the Company’s knowledge,
      threatened against, or involving the Company or, to the best of the Company’s
      knowledge, any Initial Stockholder which has not been disclosed in the
      Registration Statement, the Questionnaires, the Preliminary Prospectus and
      the
      Prospectus.

     

    2.16 Good
      Standing.
      The
      Company has been duly organized and is validly existing as a corporation and
      is
      in good standing under the laws of the Cayman Islands and is duly qualified
      to
      do business and is in good standing as a foreign corporation in each
      jurisdiction in which its ownership or lease of property or the conduct of
      business requires such qualification, except where the failure to qualify would
      not have a material adverse effect on the Company.

     

    2.17
       No
      Contemplation of a Business Combination.
      Prior
      to the date hereof, neither the Company, its officers and directors, advisors,
      Sponsor nor the Initial Stockholders had, and as of the Closing, the Company
      and
      such officers and directors, advisors, Sponsor and Initial Stockholders will
      not
      have had: (a) any specific Business Combination under consideration or
      contemplation or (b) any substantive interactions or discussions with any target
      business regarding a possible Business Combination. 

    


     2.18 Transactions
      Affecting Disclosure to FINRA.
      

     

    2.18.1 Except
      as
      described in the Preliminary Prospectus and/or the Prospectus, there are no
      claims, payments, arrangements, agreements or understandings relating to the
      payment of a finder’s, consulting or origination fee by the Company or any
      Initial Stockholder with respect to the sale of the Securities hereunder or
      any
      other arrangements, agreements or understandings of the Company or, to the
      Company’s knowledge, any Initial Stockholder that may affect the Underwriters’
compensation, as determined by the FINRA.

     

    2.18.2 The
      Company has not made any direct or indirect payments (in cash, securities or
      otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
      in consideration of such person raising capital for the Company or introducing
      to the Company persons who raised or provided capital to the Company; (ii)
      to
      any FINRA member; or (iii) to any person or entity that has any direct or
      indirect affiliation or association with any FINRA member, within the twelve
      months prior to the Effective Date, other than payments to Maxim.

     

    2.18.3 No
      officer, director, or beneficial owner of any class of the Company’s securities
      (whether debt or equity, registered or unregistered, regardless of the time
      acquired or the source from which derived) (any such individual or entity,
      a
“Company
      Affiliate”)
      is a
      member, a person associated, or affiliated with a member of the FINRA.


    


    
      
        
        

      

      
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    2.18.4 No
      Company Affiliate is an owner of stock or other securities of any member of
      the
      FINRA (other than securities purchased on the open market).

    


    2.18.5 No
      Company Affiliate has made a subordinated loan to any member of the
      FINRA.

    


    2.18.6 No
      proceeds from the sale of the Public Securities (excluding underwriting
      compensation) or the Placement Securities will be paid to any FINRA member,
      or
      any persons associated or affiliated with a member of the FINRA, except as
      specifically authorized herein and in the Subscription Agreement.

    


    2.18.7 Except
      with respect to Maxim, the Company has not issued any warrants or other
      securities, or granted any options, directly or indirectly to anyone who is
      a
      potential underwriter in the Offering or a related person (as defined by FINRA
      rules) of such an underwriter within the 180 day period prior to the initial
      filing date of the Registration Statement. 

    


    2.18.8 No
      person
      to whom securities of the Company have been privately issued within the 180
      day
      period prior to the initial filing date of the Registration Statement has any
      relationship or affiliation or association with any member of the FINRA.


    


    2.18.9 No
      FINRA
      member intending to participate in the Offering has a conflict of interest
      with
      the Company. For this purpose, a “conflict of interest” exists when a member of
      the FINRA and its associated persons, parent or affiliates in the aggregate
      beneficially own 10% or more of the Company’s outstanding subordinated debt or
      common equity, or 10% or more of the Company’s preferred equity. “Members
      participating in the Offering” include managing agents, syndicate group members
      and all dealers which are members of the FINRA. 

    


    2.18.10
      Except with respect to Maxim in connection with the Offering, the Company has
      not entered into any agreement or arrangement (including, without limitation,
      any consulting agreement or any other type of agreement) during the 180 day
      period prior to the initial filing date of the Registration Statement, which
      arrangement or agreement provides for the receipt of any item of value and/or
      the transfer of any warrants, options, or other securities from the Company
      to
      an FINRA member, any person associated with a member (as defined by FINRA
      rules), any potential underwriters in the Offering and any related persons.
      

     

    2.19 Foreign
      Corrupt Practices Act.
      Neither
      the Company nor any of the Initial Stockholders or any other person acting
      on
      behalf of the Company has, directly or indirectly, given or agreed to give
      any
      money, gift or similar benefit (other than legal price concessions to customers
      in the ordinary course of business) to any customer, supplier, employee or
      agent
      of a customer or supplier, or official or employee of any governmental agency
      or
      instrumentality of any government (domestic or foreign) or any political party
      or candidate for office (domestic or foreign) or any political party or
      candidate for office (domestic or foreign) or other person who was, is, or
      may
      be in a position to help or hinder the business of the Company (or assist it
      in
      connection with any actual or proposed transaction) that (i) might subject
      the
      Company to any damage or penalty in any civil, criminal or governmental
      litigation or proceeding, (ii) if not given in the past, might have had a
      material adverse effect on the assets, business or operations of the Company
      as
      reflected in any of the financial statements contained in the Registration
      Statement, the Preliminary Prospectus and/or the Prospectus or (iii) if not
      continued in the future, might adversely affect the assets, business, operations
      or prospects of the Company. The Company’s internal accounting controls and
      procedures are sufficient to cause the Company to comply with the Foreign
      Corrupt Practices Act of 1977, as amended.

    


    
      
        
        

      

      
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    2.20 Patriot
      Act.
      Neither the Company
      nor, to the Company’s knowledge, any officer, director or Initial Stockholder
      has violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering
      Control Act of 1986, as amended, or (iii) the Uniting and Strengthening of
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations
      promulgated under any such law, or any successor law.

     

    2.21 Officers’
      Certificate.
      Any
      certificate signed by any duly authorized officer of the Company and delivered
      to Representative or to Representative’s counsel shall be deemed a
      representation and warranty by the Company to the Underwriters as to the matters
      covered thereby.

     

    2.22 Warrant
      Agreement.
      The
      Company has entered into a warrant agreement with respect to the Warrants,
      the
      Representative’s Warrants and the Placement Warrants with CST substantially in
      the form filed as an exhibit to the Registration Statement (the “Warrant
      Agreement”),
      providing for, among other things, the payment of a warrant solicitation fee
      as
      contemplated by Section 3.9 hereof.

     

    2.23  Agreements
      With Initial Stockholders.

     

    2.23.1 Insider
      Letters.
      The
      Company has caused to be duly executed legally binding and enforceable
      agreements (except (i) as such enforceability may be limited by bankruptcy,
      insolvency, reorganization or similar laws affecting creditors’ rights
      generally, (ii) as enforceability of any indemnification, contribution or
      noncompete provision may be limited under the federal and state securities
      laws,
      and (iii) that the remedy of specific performance and injunctive and other
      forms
      of equitable relief may be subject to the equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought)
      annexed as exhibits to the Registration Statement (the “Insider
      Letter”),
      pursuant to which each of the Initial Stockholders of the Company agree to
      certain matters, including but not limited to, certain matters described as
      being agreed to by them under the “Proposed Business” Section of the
      Prospectus.

     

    2.23.2 Subscription
      Agreement.
      Ho
      Capital Management, LLC has executed and delivered an agreement, annexed as
      an
      exhibit to the Registration Statement (the “Subscription
      Agreement”),
      pursuant to which it has purchased an aggregate of 5,725,000 Placement Warrants
      in the Private Placement. Pursuant to the Subscription Agreement all of the
      proceeds from the sale of the Placement Warrants will be deposited by the
      Company in the Trust Fund in accordance with the terms of the Trust Agreement
      prior to the Closing.

    


    
      
        
        

      

      
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    2.23.3 Escrow
      Agreement.
      The
      Company has caused the Initial Stockholders to enter into an escrow agreement
      (the “Escrow
      Agreement”)
      with
      the Escrow Agent substantially in the form filed as an exhibit to the
      Registration Statement whereby the Ordinary Shares owned by the Initial
      Stockholders (not including any Ordinary Shares underlying the Placement
      Warrants which any of them may have purchased) will be held in escrow by the
      Escrow Agent, until the third anniversary of the Effective Date. During such
      escrow period, the Initial Stockholders shall be prohibited from selling or
      otherwise transferring such shares (except (a) to spouses and children of
      Initial Stockholders and trusts established for their benefit, (b) after a
      Business Combination in a transaction whereby all the outstanding shares of
      the
      Company are exchanged or converted into cash or another entity’s securities and
      (c) as otherwise set forth in the Escrow Agreement) unless approved by the
      Company’s public stockholders, but will retain the right to vote such shares.
      The Escrow Agreement shall not be amended, modified or otherwise changed without
      the prior written consent of Maxim, such consent not to be unreasonably
      withheld.

     

    2.24
       Investment
      Management Trust Agreement.
      The
      Company has entered into the Trust Agreement with respect to certain proceeds
      of
      the Offering and the Private Placement substantially in the form filed as an
      exhibit to the Registration Statement.

     

    2.25
       Covenants
      Not to Compete.
      No
      Initial Stockholder of the Company is subject to any noncompetition agreement
      or
      non-solicitation agreement with any employer or prior employer which could
      materially affect his ability to be an Initial Stockholder, employee, officer
      or
      director of the Company.

     

    2.26 Investments.
      No more
      than 45% of the “value” (as defined in Section 2(a)(41) of the Investment
      Company Act of 1940 (“Investment Company Act”)) of the Company’s total assets
      consist of, and no more than 45% of the Company’s net income after taxes is
      derived from, securities other than “Government Securities” (as defined in
      Section 2(a)(16) of the Investment Company Act).

     

    2.27 Subsidiaries.
      The
      Company does not own an interest in any corporation, partnership, limited
      liability company, joint venture, trust or other business entity.

     

    2.28 Related
      Party Transactions.
      No
      relationship, direct or indirect, exists between or among any of the Company
      or
      any Company Affiliate, on the one hand, and any director, officer, shareholder,
      customer or supplier of the Company or any Company Affiliate, on the other
      hand,
      which is required by the Act, the Exchange Act or the Regulations to be
      described in the Registration Statement, the Preliminary Prospectus and/or
      the
      Prospectus which is not so described and described as required. There are no
      outstanding loans, advances (except normal advances for business expenses in
      the
      ordinary course of business) or guarantees of indebtedness by the Company to
      or
      for the benefit of any of the officers or directors of the Company or any of
      their respective family members, except as disclosed in the Registration
      Statement, the Preliminary Prospectus and/or the Prospectus. The Company has
      not
      extended or maintained credit, arranged for the extension of credit, or renewed
      an extension of credit, in the form of a personal loan to or for any director
      or
      officer of the Company.

    


    
      
        
        

      

      
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    2.29 No
      Influence.
      The
      Company has not offered, or caused the Underwriters to offer, the Firm Units
      to
      any person or entity with the intention of unlawfully influencing: (a) a
      customer or supplier of the Company or any Company Affiliate to alter the
      customer’s or supplier’s level or type of business with the Company or such
      affiliate or (b) a journalist or publication to write or publish favorable
      information about the Company or any such affiliate.

    


    2.30 Definition
      of “Knowledge”.
      As
      used
      in herein, the term “knowledge
      of the Company”
(or
      similar language) shall mean the knowledge of the officers and directors of
      the
      Company who are named in the Prospectus, with the assumption that such officers
      and directors shall have made reasonable and diligent inquiry of the matters
      presented.

    


    3. Covenants
      of the Company.
      The
      Company covenants and agrees as follows:

     

    3.1 Amendments
      to Registration Statement.
      The
      Company will deliver to the Representative, prior to filing, any amendment
      or
      supplement to the Registration Statement or Prospectus proposed to be filed
      after the Effective Date and not file any such amendment or supplement to which
      the Representative shall reasonably object in writing.

     

    3.2
       Federal
      Securities Laws.

     

    3.2.1
       Compliance.
      During
      the time when a Prospectus is required to be delivered under the Act, the
      Company will use all reasonable efforts to comply with all requirements imposed
      upon it by the Act, the Regulations and the Exchange Act and by the regulations
      under the Exchange Act, as from time to time in force, so far as necessary
      to
      permit the continuance of sales of or dealings in the Public Securities in
      accordance with the provisions hereof and the Prospectus. If at any time when
      a
      Prospectus relating to the Public Securities is required to be delivered under
      the Act, any event shall have occurred as a result of which, in the opinion
      of
      counsel for the Company or counsel for the Underwriters, the Prospectus, as
      then
      amended or supplemented,
      includes
      an untrue statement of a material fact or omits to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading, or if
      it
      is necessary during such period to amend the Registration Statement or amend
      or
      supplement the Prospectus to
      comply
      with the Act, the Company will notify the Representative promptly and prepare
      and file with the Commission, subject to Section 3.1 hereof, an appropriate
      amendment to the Registration Statement or amendment or supplement to the
      Prospectus (at the expense of the Company) so as to correct such statement
      or
      omission or effect such compliance.

     

    3.2.2
       Filing
      of Final Prospectus.
      The
      Company will file the Prospectus (in form and substance satisfactory to the
      Representative) with the Commission pursuant to the requirements of Rule 424
      of
      the Regulations.

     

    3.2.3 Exchange
      Act Registration.
      For a
      period of five years from the Effective Date, or until such earlier time upon
      which the Company is required to be liquidated, the Company will use its best
      efforts to maintain the registration of the Units, Ordinary Shares and Warrants
      under the provisions of the Exchange Act. The Company will not deregister the
      Units under the Exchange Act without the prior written consent of
      Maxim.

    


    
      
        
        

      

      
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    3.2.4 Sarbanes-Oxley
      Compliance.
      As soon as it is legally required to do so, the
      Company shall take all actions necessary to obtain and thereafter maintain
      material compliance with each applicable provision of the Sarbanes-Oxley Act
      of
      2002 and the rules and regulations promulgated thereunder and related or similar
      rules and regulations promulgated by any other governmental or self regulatory
      entity or agency with jurisdiction over the Company.

     

    3.3 Blue
      Sky Filing.
      The
      Company will endeavor in good faith, in cooperation with the Representative,
      at
      or prior to the time the Registration Statement becomes effective, to qualify
      the Public Securities for offering and sale under the securities laws of such
      jurisdictions as the Representative may reasonably designate, provided that
      no
      such qualification shall be required in any jurisdiction where, as a result
      thereof, the Company would be subject to service of general process or to
      taxation as a foreign corporation doing business in such jurisdiction. In each
      jurisdiction where such qualification shall be effected, the Company will,
      unless the Representative agrees that such action is not at the time necessary
      or advisable, use all reasonable efforts to file and make such statements or
      reports at such times as are or may be required by the laws of such
      jurisdiction.

     

    3.4 Delivery
      to Underwriters of Prospectuses.
      The
      Company will deliver to each of the several Underwriters, without charge, from
      time to time during the period when the Prospectus is required to be delivered
      under the Act or the Exchange Act such number of copies of each Preliminary
      Prospectus and Prospectus and all amendments and supplements to such documents
      as such Underwriters may reasonably request and, as soon as the Registration
      Statement or any amendment or supplement thereto becomes effective, deliver
      to
      Representative two original executed Registration Statements, including
      exhibits, and all post-effective amendments thereto and copies of all exhibits
      filed therewith or incorporated therein by reference and all original executed
      consents of certified experts.

     

    3.5  Effectiveness
      and Events Requiring Notice to the Representative.
      The
      Company will use its best efforts to cause the Registration Statement to remain
      effective and will notify the Representative immediately and confirm the notice
      in writing: (i) of the effectiveness of the Registration Statement and any
      amendment thereto; (ii) of the issuance by the Commission of any stop order
      suspending the effectiveness of the Registration Statement, or any
      post-effective amendment thereto or preventing or suspending the use of any
      Preliminary Prospectus or the Prospectus or of the initiation, or the
      threatening, of any proceeding for that purpose; (iii) of the issuance by any
      state securities commission of any proceedings for the suspension of the
      qualification of the Public Securities for offering or sale in any jurisdiction
      or of the initiation, or the threatening, of any proceeding for that purpose;
      (iv) of the mailing and delivery to the Commission for filing of any amendment
      or supplement to the Registration Statement or Prospectus; (v) of the receipt
      of
      any comments or request for any additional information from the Commission;
      and
      (vi) of the happening of any event during the period described in Section 3.4
      hereof that, in the judgment of the Company, makes any statement of a material
      fact made in the Registration Statement, the Preliminary Prospectus and/or
      the
      Prospectus untrue or that requires the making of any changes in the Registration
      Statement, the Preliminary Prospectus and/or the Prospectus in order to make
      the
      statements therein, (with respect to the Prospectus in light of the
      circumstances under which they were made), not misleading. If the Commission
      or
      any state securities commission shall enter a stop order or suspend such
      qualification at any time, the Company will make every reasonable effort to
      obtain promptly the lifting of such order.

     

    
      
        
        

      

      
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    3.6
       Review
      of Financial Statements.
      Until
      the earlier of five years from the Effective Date, or until such earlier date
      upon which the Company is required to be liquidated, the Company, at its
      expense, shall cause its regularly engaged independent certified public
      accountants to review (but not audit) the Company’s financial statements for
      each of the first three fiscal quarters prior to the announcement of quarterly
      financial information, the filing of the Company’s Form 10-Q quarterly report
      and the mailing of quarterly financial information to stockholders.

     

    3.7  Affiliated
      Transactions.

     

    3.7.1
       Business
      Combinations.
      The
      Company will not consummate a Business Combination with any entity which is
      affiliated with any Initial Stockholder, officer, director or advisor of the
      Company.

     

    3.7.2
       Administrative
      Services.
      The
      Company has entered into an agreement (the “Service
      Agreement”)
      with
      Ho Capital Management LLC, (the “Affiliate”)
      in the
      form filed as an exhibit to the Registration Statement pursuant to which the
      Affiliate will make available to the Company general and administrative services
      including office space, utilities, receptionist and secretarial support for
      the
      Company’s use for $7,500 per month.

     

    3.7.3 Compensation.
      Except
      as set forth in this Section 3.7, the Company shall not pay any Initial
      Stockholder or any of their affiliates any fees or compensation from the
      Company, for services rendered to the Company prior to, or in connection with,
      this Offering or the consummation of a Business Combination; provided
      that
      the
      Initial Stockholders shall be entitled to reimbursement from the Company for
      their out-of-pocket expenses incurred on the Company’s behalf, which includes an
      aggregate of $500,000 in loans which were made to the Company prior to the
      effective date of the Registration Statement and expenses incurred by them
      in
      connection with seeking and consummating a Business Combination as described
      in
      the Registration Statement.

     

    3.8 Secondary
      Market Trading.
      In the
      event that the Company’s securities are not listed on the American Stock
      Exchange, Nasdaq Stock Market or the New York Stock Exchange, then the Company
      will immediately apply to be included in Standard & Poor’s Service Manuals
      for a period of five years from the consummation of a Business Combination.
      The
      Company shall also take such other action as may be reasonably requested by
      the
      Representative to obtain a secondary market trading exemption in such other
      states as may be requested by the Representative.

     

    3.9 Warrant
      Solicitation Fees.
      The
      Company hereby engages Maxim, on a non-exclusive basis, as its agent for the
      solicitation of the exercise of the Warrants. The Company will (i) assist Maxim
      with respect to such solicitation, if requested by Maxim, and (ii) at Maxim’s
      request, provide Maxim, and direct the Company’s transfer and warrant agent to
      provide to Maxim, at the Company’s cost, lists of the record and, to the extent
      known, beneficial owners of, the Warrants. Commencing one year from the
      Effective Date, the Company will pay Maxim five percent (5%) of the exercise
      price of the Warrants, payable on the date of such exercise, on the terms
      provided for in the Warrant Agreement, only if permitted under the rules and
      regulations of the FINRA and only to the extent that an investor who exercises
      his Warrants specifically designates, in writing, that Maxim solicited his
      exercise. Maxim may engage sub-agents in its solicitation efforts. The Company
      agrees to disclose the arrangement to pay such solicitation fees to Maxim in
      any
      prospectus used by the Company in connection with the registration of the
      Ordinary Shares underlying the Warrants.

     

    
      
        
        

      

      
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    3.10  Financial
      Public Relations Firm.
      Promptly after the execution of a definitive agreement for a Business
      Combination, the Company shall retain a financial public relations firm
      reasonably acceptable to the Representative for a term to be agreed upon by
      the
      Company and the Representative.

     

    3.11  Reports
      to the Representative.

     

    3.11.1 Periodic
      Reports, Etc.
      For a
      period of five years from the Effective Date or until such earlier time upon
      which the Company is required to be liquidated, the Company will furnish to
      the
      Representative (Attn: Clifford Teller, Head of Investment Banking) and its
      counsel copies of such financial statements and other periodic and special
      reports as the Company from time to time furnishes generally to holders of
      any
      class of its securities, and promptly furnish to the Representative: (i) a
      copy
      of each periodic report the Company shall be required to file with the
      Commission; (ii) a copy of every press release and every news item and article
      with respect to the Company or its affairs which was released by the Company;
      (iii) a copy of each Form 8-K or Schedules 13D, 13G, 14D-1 or 13E-4 received
      or
      prepared by the Company; (iv) five copies of each Registration Statement; and
      (v) such additional documents and information with respect to the Company and
      the affairs of any future subsidiaries of the Company as the Representative
      may
      from time to time reasonably request; provided that the Representative shall
      sign, if requested by the Company, a Regulation FD compliant confidentiality
      agreement which is reasonably acceptable to the Representative and its counsel
      in connection with the Representative’s receipt of such information. Documents
      filed with the Commission pursuant to its Electronic Data Gathering, Analysis
      and Retrieval System (“EDGAR”)
      shall
      be deemed to have been delivered to the Representative pursuant to this
      section.

     

    3.11.2
       Transfer
      Sheets.
      For a
      period of five years following the Effective Date or until such earlier time
      upon which the Company is required to be liquidated, the Company shall retain
      a
      transfer and warrant agent acceptable to the Representative (the “Transfer
      Agent”)
      and
      during the two (2) year period following the Closing Date, will furnish to
      the
      Underwriters at the Company’s sole cost and expense such transfer sheets of the
      Company’s securities as the Representative may request, including the daily and
      monthly consolidated transfer sheets of the Transfer Agent and DTC. Continental
      Stock Transfer & Trust Company is an acceptable Transfer Agent to the
      Underwriters.

     

    
      
        
        

      

      
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    3.11.3 Trading
      Reports.
      In the
      event that the Public Securities are subsequently quoted on the OTC Bulletin
      Board (or any successor trading market such as the Bulletin Board Exchange)
      or
      the Pink Sheets, LLC (or similar publisher of quotations) and no other automated
      quotation system, the Company shall provide to the Representative, at its
      expense, such reports published by the FINRA or the Pink Sheets, LLC relating
      to
      price trading of the Public Securities, as the Representative shall reasonably
      request. In addition to the requirements of the preceding sentence, for a period
      of two (2) years from the Closing Date, the Company, at its expense, shall
      provide the Representative a subscription to the Company’s weekly Depository
      Transfer Company Security Position Reports.

     

    3.12
       Disqualification
      of Form S-1.
      For a
      period equal to seven
      years from the date hereof, the Company will not take any action or actions
      which may prevent or disqualify the Company’s use of Form S-1 (or other
      appropriate form) for the registration of the Warrants and the Representative’s
      Warrants under the Act.

     

    3.13 Payment
      of Expenses.

     

    3.13.1 General
      Expenses Related to the Offering.
      The
      Company hereby agrees to pay on each of the Closing Date and the Option Closing
      Date, if any, to the extent not paid at Closing Date, all expenses incident
      to
      the performance of the obligations of the Company under this Agreement,
      including, but not limited to: (i) the preparation, printing, filing and mailing
      (including the payment of postage with respect to such mailing) of the
      Registration Statement, the Preliminary Prospectus and/or the final Prospectus
      and the printing and mailing of this Agreement and related documents, including
      the cost of all copies thereof and any amendments thereof or supplements thereto
      supplied to the Underwriters in quantities as may be required by the
      Underwriters; (ii) the printing, engraving, issuance and delivery of the Units,
      the Ordinary Shares and the Warrants included in the Units and the
      Representative’s Purchase Option, including any transfer or other taxes payable
      thereon; (iii) a one-time fee of $5,000 payable to the Representative’s counsel
      for the preparation of a “Blue Sky” survey; (iv) filing fees incurred in
      registering the Offering with the FINRA (including all COBRADesk fees); (v)
      costs of placing “tombstone” advertisements in The
      Wall Street Journal,
      The
      New York Times
      and a
      third publication to be selected by the Representative not to exceed $20,000
      in
      the aggregate; (vi) fees and disbursements of the transfer and warrant agent;
      (vii) the Company’s expenses associated with “due diligence” meetings arranged
      by the Representative (none of which will be received or paid on behalf of
      an
      underwriter and related person); (viii) the preparation, binding and delivery
      of
      leather bound volumes in form and style reasonably satisfactory to the
      Representative and transaction lucite cubes or similar commemorative items
      in a
      style and quantity as reasonably requested by the Representative; (ix) all
      costs
      and expenses associated with “road show” marketing and “due diligence” trips for
      the Company’s management to meet with prospective investors, including without
      limitation, all travel, food and lodging expenses associated with such trips;
      (x) all costs associated with an independent third-party background
      investigation of each of the Company’s officers, directors and Initial
      Stockholders; and (xi) all other reasonable costs and expenses incident to
      the
      performance of its obligations hereunder which are not otherwise specifically
      provided for in this Section 3.13.1. The Representative may deduct from the
      net
      proceeds of the Offering payable to the Company on the Closing Date, or the
      Option Closing Date, if any, the expenses set forth above to be paid by the
      Company to the Representative and others, as agreed to by the Company in
      writing. If the Offering is not consummated for any reason whatsoever, except
      as
      a result of the Representative’s or any Underwriter's breach or default with
      respect to any of its obligations described in this Agreement, then the Company
      shall reimburse the Representative in full for their out of pocket accountable
      expenses actually incurred by the Representative, including, without limitation,
      its legal fees (less any amounts previously paid). Additionally, upon any such
      termination, the Representative shall return to the Company any portion of
      the
      Advance (as defined below) in excess of its out of pocket accountable expenses
      actually incurred by the Representative, including, without limitation, its
      legal fees.

     

    
      
        
        

      

      
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    3.13.2
       Fee
      on
      Business Combination.
      Upon
      consummation of a Business Combination, the Company and the Underwriters agree
      that in addition to the expenses payable pursuant to Section 3.13.1, the Company
      will pay to the Representative the Contingent Discount as set forth in Section
      1.5 above.

    


    3.13.3
      Fee
      on
      Termination of Offering.
      Notwithstanding anything contained herein to the contrary, upon termination
      of
      the Offering, except as a result of the Representatives’ or any underwriter’s
      breach or default with respect to any of its material obligations pursuant
      to
      this Agreement, the Company shall: (A) reimburse Maxim for, or otherwise pay
      and
      bear, the expenses and fees to be paid and borne by the Company as provided
      for
      in Paragraph 3.13.1 above, as applicable, and (B) reimburse Maxim for the full
      amount of its accountable out-of pocket expenses actually incurred to such
      date
      (which shall include, but shall not be limited to, all fees and disbursements
      of
      Maxim’s counsel, travel, lodging and other “road show” expenses, mailing,
      printing and reproduction expenses, and any expenses incurred by Maxim in
      conducting its due diligence), less the amounts previously paid and any amounts
      previously paid to Maxim in reimbursement for such expenses. If applicable,
      and
      solely in the event of a termination of this Offering, Maxim shall refund to
      the
      Company any portion of the Advance previously received by Maxim which is in
      excess of the accountable out-of-pocket expenses actually incurred to such
      date
      by Maxim.

     

    3.14 Application
      of Net Proceeds.
      The
      Company will apply the net proceeds from the Offering received by it in a manner
      consistent with the application described under the caption “Use of Proceeds” in
      the Prospectus.

     

    3.15 Delivery
      of Earnings Statements to Security Holders.
      The
      Company will make generally available to its security holders as soon as
      practicable, but not later than the first day of the fifteenth full calendar
      month following the Effective Date, an earnings statement (which need not be
      certified by independent public or independent certified public accountants
      unless required by the Act or the Regulations, but which shall satisfy the
      provisions of Rule 158(a) under Section 11(a) of the Act) covering a period
      of
      at least twelve consecutive months beginning after the Effective
      Date.

     

    3.16 Notice
      to FINRA.
      

    


    
      
        
        

      

      
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    3.16.1 Business
      Combination.
      In the
      event any person or entity (regardless of any FINRA affiliation or association)
      is engaged to assist the Company in its search for a merger candidate or to
      provide any other merger and acquisition services, the Company will provide
      the
      following to the FINRA and Representative prior to the consummation of the
      Business Combination: (i) complete details of all services and copies of
      agreements governing such services; and (ii) justification as to why the person
      or entity providing the merger and acquisition services should not be considered
      an “underwriter and related person” with respect to the Company’s initial public
      offering, as such term is defined in Rule 2710 of the FINRA’s Conduct Rules. The
      Company also agrees that proper disclosure of such arrangement or potential
      arrangement will be made in the proxy statement which the Company will file
      for
      purposes of soliciting stockholder approval for the Business Combination.


    


    3.16.2 Broker/Dealer.
      In the
      event the Company intends to register as a broker/dealer, merge with or acquire
      a registered broker/dealer, or otherwise become a member of FINRA, it shall
      promptly notify the FINRA.

     

    3.17
       Stabilization.
      Neither
      the Company, nor, to its knowledge, any of its employees, directors or
      stockholders (without the consent of Maxim) has taken or will take, directly
      or
      indirectly, any action designed to or that has constituted or that might
      reasonably be expected to cause or result in, under the Exchange Act, or
      otherwise, stabilization or manipulation of the price of any security of the
      Company to facilitate the sale or resale of the Units.

     

    3.18 Internal
      Controls.
      The
      Company will maintain a system of internal accounting controls sufficient to
      provide reasonable assurances that: (i) transactions are executed in accordance
      with management’s general or specific authorization; (ii) transactions are
      recorded as necessary in order to permit preparation of financial statements
      in
      accordance with generally accepted accounting principles and to maintain
      accountability for assets; (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization; and (iv) the
      recorded accountability for assets is compared with existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    3.19 Accountants.
      For a
      period of five years from the Effective Date or until such earlier time upon
      which the Company is required to be liquidated, the Company shall retain RKC
      or
      other independent public accountants reasonably acceptable to
      Maxim.

     

    3.20 Form
      8-K.
      The
      Company shall, on the date hereof, retain its independent public accountants
      to
      audit the financial statements of the Company as of the Closing Date (the
“Audited
      Financial Statements”)
      reflecting the receipt by the Company of the proceeds of the initial public
      offering and the Private Placement, as well as the proceeds from the exercise
      of
      the Over-Allotment if such exercise has occurred on the date of the Prospectus.
      Within three (3) trading days of the Effective Date, the Company will file
      a
      Current Report on Form 8-K with the Commission, which Report shall contain
      the
      Company’s Audited Financial Statements.

     

    3.21 FINRA.
      The
      Company shall advise the FINRA if it is aware that any 5% or greater stockholder
      of the Company becomes an affiliate or associated person of an FINRA member
      participating in the distribution of the Company’s Public
      Securities.

     

    
      
        
        

      

      
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    3.22
       Corporate
      Proceedings.
      All
      corporate proceedings and other legal matters necessary to carry out the
      provisions of this Agreement and the transactions contemplated hereby shall
      have
      been done to the reasonable satisfaction to counsel for the
      Underwriters.

     

    3.23 Investment
      Company.
      The
      Company shall cause the proceeds of the Offering to be held in the Trust Fund
      to
      be invested only in “government securities” with specific maturity dates or in
      money market funds meeting certain conditions under Rule 2a-7 promulgated under
      the Investment Company Act as set forth in the Trust Agreement and disclosed
      in
      the Prospectus. The Company will otherwise conduct its business in a manner
      so
      that it will not become subject to the Investment Company Act. Furthermore,
      once
      the Company consummates a Business Combination, it will be engaged in a business
      other than that of investing, reinvesting, owning, holding or trading
      securities.

    


    3.24 Business
      Combination Announcement.
      Within
      five (5) Business Days following the consummation by the Company of a Business
      Combination, the Company shall
      cause an announcement (“Business
      Combination
      Announcement”)
      to be placed, at its cost, in The Wall Street Journal, The New York Times and
      a
      third publication to be selected by Maxim announcing the consummation of the
      Business
      Combination
      and indicating that Maxim was the managing underwriter in the Offering (subject
      to an aggregate maximum amount of $10,000). The Company shall supply Maxim
      with
      a draft of the Business
      Combination
      Announcement and provide Maxim with a reasonable advance opportunity to comment
      thereon. The Company will not place the Business
      Combination
      Announcement without the final approval of Maxim, which approval will not be
      unreasonably withheld.

    


    3.25 Press
      Releases.
      The
      Company agrees it will not issue press releases or engage in any other
      publicity, without Maxim’s prior written consent (not to be unreasonably
      withheld), for a period of forty (40) days after the Closing Date.

    


    3.26 Key-Man
      Insurance. Prior
      to
      the consummation of the Business Combination, the Company will obtain key person
      life insurance with an insurer rated at least AA or better in the most recent
      addition of “Best’s Life Reports” in the aggregate amount of $2,000,000 on the
      life of Ms. Angela Ho. Such insurance shall be maintained in full force and
      effect for a period of three years from the consummation of the Business
      Combination. The Company shall be the sole beneficiary of such
      policy.


     

    3.27 Electronic
      Prospectus. The
      Company shall cause to be prepared and delivered to the Representative, at
      its
      expense, within one (1) Business Day from the effective date of this Agreement,
      an Electronic Prospectus
      to be used by the Underwriters in connection with the Offering. As used herein,
      the term “Electronic
      Prospectus”
means
      a
      form of prospectus, and any amendment or supplement thereto, that meets each
      of
      the following conditions: (i) it shall be encoded in an electronic format,
      satisfactory to the Representative, that may be transmitted electronically
      by
      the other Underwriters to offerees and purchasers of the Units for at least
      the
      period during which a Prospectus relating to the Units is required to be
      delivered under the Securities Act; (ii) it shall disclose the same information
      as the paper prospectus and prospectus filed pursuant to EDGAR, except to the
      extent that graphic and image material cannot be disseminated electronically,
      in
      which case such graphic and image material shall be replaced in the electronic
      prospectus with a fair and accurate narrative description or tabular
      representation of such material, as appropriate; and (iii) it shall be in or
      convertible into a paper format or an electronic format, satisfactory to the
      Representative, that will allow recipients thereof to store and have
      continuously ready access to the prospectus at any future time, without charge
      to such recipients (other than any fee charged for subscription to the Internet
      as a whole and for on-line time). The Company hereby confirms that it has
      included or will include in the Prospectus filed pursuant to EDGAR or otherwise
      with the Commission and in the Registration Statement at the time it was
      declared effective an undertaking that, upon receipt
      of a request by an investor or his or her representative within the period
      when
      a prospectus relating to the Units is required to be delivered under the
      Securities Act, the Company shall transmit or cause to be transmitted promptly,
      without charge, a paper copy of the Prospectus.

     

    
      
        
        

      

      
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    3.28 Reservation
      of Shares.
      The
      Company will reserve and keep available that maximum number of its authorized
      but unissued securities which are issuable upon exercise of the Warrants and
      the
      Representative’s Purchase Option, Representative’s Warrants and the Placement
      Warrants outstanding from time to time. 

    


    3.29 Reserved.
      

    


    3.30 Reserved.

    


    3.31 Private
      Placement Proceeds.
      Immediately upon establishment of the Trust Fund and prior to the Effective
      Date, the Company shall deposit $5,725,000 of the proceeds from the Private
      Placement in the Trust Fund and shall provide Maxim with evidence of the
      same.

    


    3.32 No
      Amendment to Charter without Supermajority Approval.

    


    (i) The
      Company covenants and agrees it will not amend or modify paragraphs 168 to
      173
      of its Amended and Restated Memorandum and Articles of Association without
      the
      prior approval of holders of 95% or more of the Company’s outstanding Ordinary
      Shares.

    


    (ii) The
      Company acknowledges that the purchasers of the Firm Units and Option Units
      in
      this Offering shall be deemed to be third party beneficiaries of Section 3.32
      of
      this Agreement.

    


    (iii) The
      Underwriters specifically acknowledge that they may not waive this Section
      3.32
      under any circumstances.

    


    3.33 Financial
      Printer.
      The Company shall retain a financial printer, reasonably acceptable to the
      Representative, for the purpose of facilitating the Company’s EDGAR filings and
      the printing of the Preliminary Prospectus and Prospectus.

    


    4. Conditions
      of Underwriters’ Obligations.
      The
      obligations of the several Underwriters to purchase and pay for the Units,
      as
      provided herein, shall be subject to the continuing accuracy of the
      representations and warranties of the Company as of the date hereof and as
      of
      each of the Closing Date and the Option Closing Date, if any, to the accuracy
      of
      the statements of officers of the Company made pursuant to the provisions hereof
      and to the performance by the Company of its obligations hereunder and to the
      following conditions:

     

    
      
        
        

      

      
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    4.1
       Regulatory
      Matters.

     

    4.1.1 Effectiveness
      of Registration Statement.
      The
      Registration Statement shall have become effective not later than 5:00 P.M.,
      New
      York time, on the date of this Agreement or such later date and time as shall
      be
      consented to in writing by Representative, and, at each of the Closing Date
      and
      the Option Closing Date, no stop order suspending the effectiveness of the
      Registration Statement shall have been issued and no proceedings for the purpose
      shall have been instituted or shall be pending or contemplated by the Commission
      and any request on the part of the Commission for additional information shall
      have been complied with to the reasonable satisfaction of R&P.

     

    4.1.2
       FINRA
      Clearance.
      By the
      Effective Date, the Representative shall have received clearance from the FINRA
      as to the amount of compensation allowable or payable to the Underwriters as
      described in the Registration Statement.

    


    4.1.3 American
      Stock Exchange Listing.
      Prior
      to the Effective Date, the Company shall have received written notice of
      approval from the American Stock Exchange (“AMEX”)
      as to
      the listing of its Securities in connection with the Offering on the
      AMEX.

    


    4.1.4 No
      Commission Stop Order.
      At each of the Closing Date and the Option Closing Date, the Commission has
      not
      issued any order or threatened to issue any order preventing or suspending
      the
      use of any Preliminary Prospectus or the Prospectus or any part thereof, and
      has
      not instituted or threatened to institute any proceedings with respect to such
      an order.

     

    4.1.5 No
      Blue Sky Stop Orders.
      No
      order suspending the sale of the Units in any jurisdiction designated by
      Representative pursuant to Section 3.3 hereof shall have been issued on either
      the Closing Date or the Option Closing Date, and no proceedings for that purpose
      shall have been instituted or shall be contemplated.

     

    4.2  Company
      Counsel Matters.

     

    4.2.1 Closing
      Date Opinion of Counsel.
      On the
      Closing Date, the Representative shall have received the favorable opinions
      of
      Maples & Calder (“M&C”)
      and
      Hodgson Russ LLP (“HR”),
      each
      as counsel to the Company, dated the Closing Date, addressed to the
      Representative and in form and substance satisfactory to the Representative
      to
      the effect that:

     

    (i) The
      Company has been duly organized and is validly existing as a corporation and
      is
      in good standing under the laws of its state of incorporation, with full power
      and authority to own its properties and conduct its business as described in
      the
      Registration Statement, the Preliminary Prospectus and the
      Prospectus.

     

    
      
        
        

      

      
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    (ii) All
      issued and outstanding securities of the Company (including, without limitation,
      the Placement Securities) have been duly authorized and validly issued and
      are
      fully paid and non-assessable; the holders thereof are not subject to personal
      liability by reason of being such holders; and none of such securities were
      issued in violation of the preemptive rights of any stockholder of the Company
      arising by operation of law or under the Amended and Restated Certificate of
      Incorporation or Bylaws of the Company. Except with respect to the Placement
      Securities which are not covered by this opinion, the offers and sales of the
      outstanding Ordinary Shares were at all relevant times either registered under
      the Act and, to our knowledge, the applicable state securities or Blue Sky
      Laws
      or exempt from such registration requirements. The authorized capital stock
      of
      the Company is as set forth in the Preliminary Prospectus and the Prospectus.
      The Units, the Ordinary Shares and the Warrants conform to the descriptions
      thereof contained in the Registration Statement, the Preliminary Prospectus
      and
      the Prospectus.

     

    (iii) The
      Securities have been duly authorized and, when issued and paid for, will be
      validly issued, fully paid and non-assessable; the holders thereof are not
      and
      will not be subject to personal liability by reason of being such holders.
      The
      Securities are not and will not be subject to the preemptive rights of any
      holders of any security of the Company arising by operation of law or under
      the
      Amended and Restated Certificate of Incorporation or Bylaws of the Company
      or,
      to such counsel’s knowledge, similar rights that entitle or will entitle any
      person to acquire any security from the Company upon issuance or sale thereof.
      When issued, the Representative’s Purchase Option, the Representative’s Warrants
      and the Warrants will constitute valid and binding obligations of the Company
      to
      issue and sell, upon exercise thereof and payment therefor, the number and
      type
      of securities of the Company called for thereby and such Warrants, the
      Representative’s Purchase Option and the Representative’s Warrants, when issued,
      in each case, will be enforceable against the Company in accordance with their
      respective terms, except: (a) as such enforceability may be limited by
      bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (b) as enforceability of any indemnification or contribution
      provision may be limited under the United States and state securities laws;
      and
      (c) that the remedy of specific performance and injunctive and other forms
      of
      equitable relief may be subject to the equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought. The
      certificates representing the Securities are in due and proper form. A
      sufficient number of Ordinary Shares have been reserved for issuance upon
      exercise of the Representative’s Purchase Option, the Warrants and the
      Representative’s Warrants. The Ordinary Shares underlying the Representative’s
      Purchase Option, the Warrants and Representative’s Warrants will, upon exercise
      of the Representative’s Purchase Option, the Warrants and the Representative’s
      Warrants and payment of the exercise price thereof, be duly and validly issued,
      fully paid and non-assessable and will not have been issued in violation of
      or
      subject to, to such counsel’s knowledge, preemptive or similar rights that
      entitle or will entitle any person to acquire, to such counsel’s knowledge, any
      securities from the Company upon issuance thereof.

    


    (iv) The
      Placement Warrants constitute valid and binding obligations of the Company
      to
      issue and sell, upon exercise thereof and payment therefor, the number and
      type
      of securities of the Company called for thereby, and such Placement Warrants
      are
      enforceable against the Company in accordance with their respective terms,
      except: (i) as such enforceability may be limited by bankruptcy, insolvency,
      reorganization or similar laws affecting creditors’ rights generally; (ii) as
      enforceability of any indemnification or contribution provision may be limited
      under federal and state securities laws; and (iii) that the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      the equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought. A sufficient number of Ordinary Shares
      have
      been reserved for issuance upon exercise of the Placement Warrants. The Ordinary
      Shares underlying the Placement Warrants will, upon exercise thereof and payment
      of the exercise price therefor, be duly and validly issued, fully paid and
      non-assessable and will not have been issued in violation of or subject to,
      to
      such counsel’s knowledge, preemptive or similar rights that entitle or will
      entitle any person to acquire any securities from the Company upon issuance
      thereof.

    


    
      
        
        

      

      
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    (v) The
      Company has full corporate right, power and authority to execute and deliver
      this Agreement, the Warrant Agreement, the Service Agreement, the Trust
      Agreement, the Subscription Agreement, the Escrow Agreement and the
      Representative’s Purchase Option and to perform its obligations thereunder, and
      all corporate action required to be taken for the due and proper authorization,
      execution and delivery of this Agreement, the Warrant Agreement, the Service
      Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement
      and the Representative’s Purchase Option has been duly and validly taken.


    


    (vi) This
      Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement,
      the Subscription Agreement, the Escrow Agreement and the Representative’s
      Purchase Option have each been duly and validly authorized and, when executed
      and delivered by the Company, will constitute the valid and binding obligations
      of the Company, enforceable against the Company in accordance with their
      respective terms, except: (a) as such enforceability may be limited by
      bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (b) as enforceability of any indemnification or contribution
      provisions may be limited under the United States and state securities laws;
      and
      (c) that the remedy of specific performance and injunctive and other forms
      of
      equitable relief may be subject to the equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought.

     

    (vii) 
      The
      execution, delivery and performance of this Agreement, the Warrant Agreement,
      the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement,
      the Subscription Agreement and the Service Agreement, the issuance and sale
      of
      the Securities, the consummation of the transactions contemplated hereby and
      thereby, and compliance by the Company with the terms and provisions hereof
      and
      thereof, do not and will not, with or without the giving of notice or the lapse
      of time, or both, (a) to such counsel’s knowledge, conflict with, or result in a
      breach of, any of the terms or provisions of, or constitute a default under,
      or
      result in the creation or modification of any lien, security interest, charge
      or
      encumbrance upon any of the properties or assets of the Company pursuant to
      the
      terms of, any mortgage, deed of trust, note, indenture, loan, contract,
      commitment or other agreement or instrument filed as an exhibit to the
      Registration Statement, (b) result in any violation of the provisions of the
      Amended and Restated Certificate of Incorporation or the By-Laws of the Company,
      or (c) to such counsel’s knowledge, violate any statute or any judgment, order
      or decree, rule or regulation applicable to the Company of any court, domestic
      or foreign, or of any federal, state or other regulatory authority or other
      governmental body having jurisdiction over the Company, its properties or
      assets.

     

    
      
        
        

      

      
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    (viii) The
      Registration Statement, each Preliminary Prospectus and the Prospectus and
      any
      post-effective amendments or supplements thereto (other than the financial
      statements included therein, as to which no opinion need be rendered) each
      as of
      their respective dates complied as to form in all material respects with the
      requirements of the Act and Regulations. The Securities and each agreement
      filed
      as an exhibit to the Registration Statement conform in all material respects
      to
      the description thereof contained in the Registration Statement, the Preliminary
      Prospectus and the Prospectus.

     

    (ix) The
      Registration Statement is effective under the Act. To such counsel’s knowledge,
      no stop order suspending the effectiveness of the Registration Statement has
      been issued and no proceedings for that purpose have been instituted or are
      pending or threatened under the Act or applicable state securities
      laws.

     

    (x) To
      such
      counsel’s knowledge, there is no action, suit or other proceeding before or by
      any court of governmental agency or body, domestic or foreign, now pending,
      or
      threatened against the Company that is required to be described in the
      Registration Statement that is not so described.

     

    (xi) No
      consent, approval, authorization, order, registration, filing, qualification,
      license or permit of or with any court or any judicial, regulatory or other
      legal or governmental agency or body is required for the execution, delivery
      and
      performance by the Company of the Underwriting Agreement or consummation by
      the
      Company of the transactions contemplated by the Underwriting Agreement, the
      Registration Statement, Preliminary Prospectus and the Prospectus, except for
      (1) such as may be required under state securities or blue sky laws in
      connection with the purchase and distribution of the Units by the Underwriters
      (as to which such counsel need express no opinion), (2) such as have been made
      or obtained under the Securities Act and (3) such as are required by the FINRA.
      

     

    (xii) The
      statements under the captions “Description of Securities” and “Taxation” of the
      Registration Statement, insofar as such statements constitute a summary of
      the
      legal matters, documents or proceedings referred to therein, fairly present
      the
      information called for with respect to such legal matters, documents and
      proceedings. 

     

    The
      opinion of counsel shall further include a statement to the effect that counsel
      has participated in conferences with officers, directors and other
      representatives of the Company, representatives of the independent public
      accountants for the Company and representatives of the Underwriters at which
      the
      contents of the Registration Statement, Preliminary Prospectus, the Prospectus
      and related matters were discussed and although such counsel is not passing
      upon
      and does not assume any responsibility for the accuracy, completeness or
      fairness of the statements contained in the Registration Statement, Preliminary
      Prospectus and the Prospectus (except as otherwise set forth in this opinion),
      no facts have come to the attention of such counsel which lead them to believe
      that either the Registration Statement, Preliminary Prospectus or the Prospectus
      or any amendment or supplement thereto, as of the date of such opinion contained
      any untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading (it being
      understood that such counsel need express no opinion with respect to the
      financial statements and schedules and other financial and statistical data
      included in the Registration Statement, Preliminary Prospectus or the
      Prospectus). The opinion of counsel shall state that such counsel is not opining
      as to the Placement Securities with respect to any rights to rescind or the
      effect any exercise of such rights will have on any other securities of the
      Company or on the Offering. 

     

    
      
        
        

      

      
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    4.2.2 Option
      Closing Date Opinion of Counsel.
      On each
      Option Closing Date, if any, the Representative shall have received the
      favorable opinion of M&C and HR, dated each Option Closing Date, addressed
      to the Representative and in form and substance reasonably satisfactory to
      counsel to the Representative, confirming as of each Option Closing Date, the
      statements made by M&C and HR in its opinion delivered on the Closing
      Date.

    


    4.2.3 Reliance.
      In
      rendering such opinion, such counsel may rely: (i) as to matters involving
      the
      application of laws other than the laws of the United States and jurisdictions
      in which they are admitted, to the extent such counsel deems proper and to
      the
      extent specified in such opinion, if at all, upon an opinion or opinions (in
      form and substance reasonably satisfactory to the Representative) of other
      counsel reasonably acceptable to the Representative, familiar with the
      applicable laws; and (ii) as to matters of fact, to the extent they deem proper,
      on certificates or other written statements of officers of the Company and
      officers of departments of various jurisdiction having custody of documents
      respecting the corporate existence or good standing of the Company, provided
      that copies of any such statements or certificates shall be delivered to the
      Underwriters’ counsel if requested. The opinion of counsel for the Company and
      any opinion relied upon by such counsel for the Company shall include a
      statement to the effect that it may be relied upon by counsel for the
      Underwriters in its opinion delivered to the Underwriters.

     

    4.3
       Cold
      Comfort Letter.
      At the
      time this Agreement is executed, and at each of the Closing Date and the Option
      Closing Date, if any, the Representative shall have received a letter, addressed
      to the Representative and in form and substance satisfactory in all respects
      (including the non-material nature of the changes or decreases, if any, referred
      to in clause (iii) below) to the Representative and to R&P from RKC dated,
      respectively, as of the date of this Agreement and as of the Closing Date and
      the Option Closing Date, if any:

     

    (i) Confirming
      that they are independent accountants with respect to the Company within the
      meaning of the Act and the applicable Regulations and that they have not, during
      the periods covered by the financial statements included in the Registration
      Statement, the Preliminary Prospectus and the Prospectus, provided to the
      Company any non-audit services, as such term is used in Section 10A(g) of the
      Exchange Act;

     

    (ii) 
      Stating
      that in their opinion the financial statements of the Company included in the
      Registration Statement, the Preliminary Prospectus and the Prospectus comply
      as
      to form in all material respects with the applicable accounting requirements
      of
      the Act and the published Regulations thereunder;

     

    
      
        
        

      

      
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    (iii) Stating
      that, on the basis of a limited review which included a reading of the latest
      available minutes of the stockholders and board of directors and the various
      committees of the board of directors, consultations with officers and other
      employees of the Company responsible for financial and accounting matters and
      other specified procedures and inquiries, nothing has come to their attention
      which would lead them to believe that: (a) the unaudited financial statements
      of
      the Company included in the Registration Statement, the Preliminary Prospectus
      and the Prospectus do not comply as to form in all material respects with the
      applicable accounting requirements of the Act and the Regulations or are not
      fairly presented in conformity with generally accepted accounting principles
      applied on a basis substantially consistent with that of the audited financial
      statements of the Company included in the Registration Statement, Preliminary
      Prospectus and the Prospectus; (b) at a date not later than five days prior
      to
      the Effective Date, Closing Date or Option Closing Date, as the case may be,
      there was any change in the capital stock or long-term debt of the Company,
      or
      any decrease in the stockholders’ equity of the Company as compared with amounts
      shown in the September 18, 2007 balance sheet included in the Registration
      Statement, the Preliminary Prospectus and the Prospectus, other than as set
      forth in or contemplated by the Registration Statement, the Preliminary
      Prospectus and the Prospectus, or, if there was any decrease, setting forth
      the
      amount of such decrease, and (c) during the period from September 18, 2007
      (balance sheet date) to a specified date not later than five days prior to
      the
      Effective Date, Closing Date or Option Closing Date, as the case may be, there
      was any decrease in revenues, net earnings or net earnings per Ordinary Share,
      in each case as compared with the corresponding period in the preceding year
      and
      as compared with the corresponding period in the preceding quarter, other than
      as set forth in or contemplated by the Registration Statement, the Preliminary
      Prospectus and the Prospectus, or, if there was any such decrease, setting
      forth
      the amount of such decrease;

     

    (iv)
       Stating
      they have compared specific dollar amounts, numbers of shares, percentages
      of
      revenues and earnings, statements and other financial information pertaining
      to
      the Company set forth in the Registration Statement, the Preliminary Prospectus
      and the Prospectus in each case to the extent that such amounts, numbers,
      percentages, statements and information may be derived from the general
      accounting records, including work sheets, of the Company and excluding any
      questions requiring an interpretation by legal counsel, with the results
      obtained from the application of specified readings, inquiries and other
      appropriate procedures (which procedures do not constitute an examination in
      accordance with generally accepted auditing standards) set forth in the letter
      and found them to be in agreement;

     

    (v) Stating
      they have not, since inception, provided the Company’s management with any
      written communication in accordance with Statement on Auditing Standards No.
      60
“Communication of Internal Control Structure Related Matters Noted in an
      Audit,”; and

     

    (vi) Statements
      as to such other matters incident to the transaction contemplated hereby as
      Representative may reasonably request.

     

    
      
        
        

      

      
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    4.4
       Officers’
      Certificates.

     

    4.4.1 Officers’
      Certificate.
      At each
      of the Closing Date and the Option Closing Date, if any, the Representative
      shall have received a certificate of the Company signed by the Chairman of
      the
      Board or the President and the Secretary or Assistant Secretary of the Company,
      dated the Closing Date or the Option Closing Date, as the case may be,
      respectively, to the effect that the Company has performed all covenants and
      complied with all conditions required by this Agreement to be performed or
      complied with by the Company prior to and as of the Closing Date, or the Option
      Closing Date, as the case may be, and that the conditions set forth in Section
      4.5 hereof have been satisfied as of such date and that, as of the Closing
      Date
      and the Option Closing Date, as the case may be, the representations and
      warranties of the Company set forth in Section 2 hereof are true and correct.
      In
      addition, the Representative will have received such other and further
      certificates of officers of the Company as the Representative may reasonably
      request.

     

    4.4.2
       Secretary’s
      Certificate.
      At each
      of the Closing Date and the Option Closing Date, if any, the Representative
      shall have received a certificate of the Company signed by the Secretary or
      Assistant Secretary of the Company, dated the Closing Date or the Option Date,
      as the case may be, respectively, certifying: (i) that the Amended and Restated
      Memorandum and Articles of Association of the Company are true and complete,
      have not been modified and are in full force and effect; (ii) that the
      resolutions relating to the public offering contemplated by this Agreement
      are
      in full force and effect and have not been modified; (iii) all correspondence
      between the Company or its counsel and the Commission; and (iv) as to the
      incumbency of the officers of the Company. The documents referred to in such
      certificate shall be attached to such certificate.

     

    4.5  No
      Material Changes.
      Prior
      to and on each of the Closing Date and the Option Closing Date, if any: (i)
      there shall have been no material adverse change or development involving a
      prospective material adverse change in the condition or prospects or the
      business activities, financial or otherwise, of the Company from the latest
      dates as of which such condition is set forth in the Registration Statement
      and
      Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have
      been pending or threatened against the Company or any Initial Stockholder before
      or by any court or federal or state commission, board or other administrative
      agency wherein an unfavorable decision, ruling or finding may materially
      adversely affect the business, operations, prospects or financial condition
      or
      income of the Company, except as set forth in the Registration Statement, the
      Preliminary Prospectus and Prospectus; (iii) no stop order shall have been
      issued under the Act and no proceedings therefor shall have been initiated
      or
      threatened by the Commission; and (iv) the Registration Statement, the
      Preliminary Prospectus and the Prospectus and any amendments or supplements
      thereto shall contain all material statements which are required to be stated
      therein in accordance with the Act and the Regulations and shall conform in
      all
      material respects to the requirements of the Act and the Regulations, and
      neither the Registration Statement, the Preliminary Prospectus nor the
      Prospectus nor any amendment or supplement thereto shall contain any untrue
      statement of a material fact or omits to state any material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      the
      Prospectus, in light of the circumstances under which they were made), not
      misleading.

     

    
      
        
        

      

      
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    4.6 Delivery
      of Agreements.

     

    4.6.1 Effective
      Date Deliveries.
      On the
      Effective Date, the Company shall have delivered to the Representative executed
      copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement,
      the
      Service Agreement, all of the Insider Letters and the Subscription
      Agreement.

     

    4.6.2
       Closing
      Date Deliveries.
      On the
      Closing Date, the Company shall have delivered to the Representative and its
      designees executed copies of the Representative’s Purchase Option.

     

    4.7 Blue
      Sky Survey.
      On the
      Closing Date, the Representative shall have received the Blue Sky Survey from
      R&P.

     

    5.  Indemnification.

     

    5.1  Indemnification
      of Underwriters.

     

    5.1.1 General.
      Subject
      to the conditions set forth below, the Company agrees to indemnify and hold
      harmless each of the Underwriters and each dealer selected by Representative
      that participates in the offer and sale of the Units (each a "Selected Dealer")
      and each of their respective directors, officers and employees and each person,
      if any, who controls any such Underwriter (“controlling
      person”)
      within
      the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
      against any and all loss, liability, claim, damage and expense whatsoever
      (including but not limited to any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      commenced or threatened, or any claim whatsoever, whether arising out of any
      action between any of the Underwriters and the Company or between any of the
      Underwriters and any third party or otherwise) to which they or any of them
      may
      become subject under the Act, the Exchange Act or any other federal, state
      or
      local statute, law, rule, regulation or ordinance or at common law or otherwise
      or under the laws, rules and regulation of foreign countries, arising out of
      or
      based upon any untrue statement or alleged untrue statement of a material fact
      contained in (i) any Preliminary Prospectus, the Registration Statement, or
      the
      Prospectus (as from time to time each may be amended and supplemented); (ii)
      in
      any post-effective amendment or amendments or any new registration statement
      and
      prospectus in which is included securities of the Company issued or issuable
      upon exercise of the Representative’s Purchase Option; or (iii) any application
      or other document or written communication (in this Section 5 collectively
      called “application”)
      executed by the Company or based upon written information furnished by the
      Company in any jurisdiction in order to qualify the Units under the securities
      laws thereof or filed with the Commission, any state securities commission
      or
      agency, the AMEX, the OTC Bulletin Board or Nasdaq or any securities exchange;
      or the omission or alleged omission therefrom of a material fact required to
      be
      stated therein or necessary to make the statements therein, in the light of
      the
      circumstances under which they were made, not misleading, unless such statement
      or omission was made in reliance upon and in conformity with written information
      furnished to the Company with respect to an Underwriter by or on behalf of
      such
      Underwriter expressly for use in any Preliminary Prospectus, the Registration
      Statement, or the Prospectus, or any amendment or supplement thereof. With
      respect to any untrue statement or omission or alleged untrue statement or
      omission made in the Preliminary Prospectus, the indemnity agreement contained
      in this paragraph shall not inure to the benefit of any Underwriter to the
      extent that any loss, liability, claim, damage or expense of such Underwriter
      results from the fact that a copy of the Prospectus was not given or sent to
      the
      person asserting any such loss, liability, claim or damage at or prior to the
      written confirmation of sale of the Securities to such person as required by
      the
      Act and the Regulations, and if the untrue statement or omission has been
      corrected in the Prospectus, unless such failure to deliver the Prospectus
      was a
      result of non-compliance by the Company with its obligations under Section
      3.4
      hereof. The Company agrees promptly to notify the Representative of the
      commencement of any litigation or proceedings against the Company or any of
      its
      officers, directors or controlling persons in connection with the issue and
      sale
      of the Securities or in connection with the Preliminary Prospectus, the
      Registration Statement, or the Prospectus.

     

    
      
        
        

      

      
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    5.1.2
       Procedure.
      If any
      action is brought against an Underwriter or controlling person in respect of
      which indemnity may be sought against the Company pursuant to Section 5.1.1,
      such Underwriter shall promptly notify the Company in writing of the institution
      of such action and the Company shall assume the defense of such action,
      including the employment and fees of counsel (subject to the reasonable approval
      of such Underwriter) and payment of actual expenses. Such Underwriter or
      controlling person shall have the right to employ its or their own counsel
      in
      any such case, but the fees and expenses of such counsel shall be at the expense
      of such Underwriter or such controlling person unless: (i) the employment of
      such counsel at the expense of the Company shall have been authorized in writing
      by the Company in connection with the defense of such action; (ii) the Company
      shall not have employed counsel to have charge of the defense of such action;
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there may be defenses available to it or them which are different from or
      additional to those available to the Company (in which case the Company shall
      not have the right to direct the defense of such action on behalf of the
      indemnified party or parties), in any of which events the reasonable fees and
      expenses of not more than one additional firm of attorneys selected by the
      Underwriter and/or controlling person shall be borne by the Company.
      Notwithstanding anything to the contrary contained herein, if the Underwriter
      or
      controlling person shall assume the defense of such action as provided above,
      the Company shall have the right to approve the terms of any settlement of
      such
      action which approval shall not be unreasonably withheld.

     

    5.2 Indemnification
      of the Company.
      Each
      Underwriter, severally and not jointly, agrees to indemnify and hold harmless
      the Company, its directors, officers and employees and agents who control the
      Company within the meaning of Section 15 of the Act or Section 20 of the
      Exchange Act against any and all loss, liability, claim, damage and expense
      described in the foregoing indemnity from the Company to the several
      Underwriters, as incurred, but only with respect to untrue statements or
      omissions, or alleged untrue statements or omissions made in any Preliminary
      Prospectus, the Registration Statement, or the Prospectus, or any amendment
      or
      supplement thereto, or in any application, in reliance upon, and in strict
      conformity with, written information furnished to the Company with respect
      to
      such Underwriter by or on behalf of the Underwriter expressly for use in such
      Preliminary Prospectus, the Registration Statement, or the Prospectus, or any
      amendment or supplement thereto or in any such application, which furnished
      written information, it is expressly agreed, consists solely of the information
      described in the last sentence of Section 2.3.1. In case any action shall be
      brought against the Company or any other person so indemnified based on any
      Preliminary Prospectus, the Registration Statement, or the Prospectus, or any
      amendment or supplement thereto or any application, and in respect of which
      indemnity may be sought against any Underwriter, such Underwriter shall have
      the
      rights and duties given to the Company, and the Company and each other person
      so
      indemnified shall have the rights and duties given to the several Underwriters
      by the provisions of Section 5.1.2.

     

    
      
        
        

      

      
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    5.3  Contribution.

     

    5.3.1
       Contribution
      Rights.
      In
      order to provide for just and equitable contribution under the Act in any case
      in which (i) any person entitled to indemnification under this Section 5 makes
      claim for indemnification pursuant hereto but it is judicially determined (by
      the entry of a final judgment or decree by a court of competent jurisdiction
      and
      the expiration of time to appeal or the denial of the last right of appeal)
      that
      such indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Act, the Exchange Act or otherwise may be required on
      the
      part of any such person in circumstances for which indemnification is provided
      under this Section 5, then, and in each such case, the Company and the
      Underwriters shall contribute to the aggregate losses, liabilities, claims,
      damages and expenses of the nature contemplated by said indemnity agreement
      incurred by the Company and the Underwriters, as incurred, in such proportions
      that the Underwriters are responsible for that portion represented by the
      percentage that the underwriting discount appearing on the cover page of the
      Prospectus bears to the initial offering price appearing thereon and the Company
      is responsible for the balance; provided, that, no person guilty of a fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no
      Underwriter shall be required to contribute any amount in excess of the amount
      by which the total price at which the Public Securities underwritten by it
      and
      distributed to the public were offered to the public exceeds the amount of
      any
      damages that such Underwriter has otherwise been required to pay in respect
      of
      such losses, liabilities, claims, damages and expenses. For purposes of this
      Section, each director, officer and employee of an Underwriter or the Company,
      as applicable, and each person, if any, who controls an Underwriter or the
      Company, as applicable, within the meaning of Section 15 of the Act shall have
      the same rights to contribution as the Underwriters or the Company, as
      applicable.

     

    5.3.2 Contribution
      Procedure.
      Within
      fifteen days after receipt by any party to this Agreement (or its
      representative) of notice of the commencement of any action, suit or proceeding,
      such party will, if a claim for contribution in respect thereof is to be made
      against another party (“contributing party”), notify the contributing party of
      the commencement thereof, but the omission to so notify the contributing party
      will not relieve it from any liability which it may have to any other party
      other than for contribution hereunder. In case any such action, suit or
      proceeding is brought against any party, and such party notifies a contributing
      party or its representative of the commencement thereof within the aforesaid
      fifteen days, the contributing party will be entitled to participate therein
      with the notifying party and any other contributing party similarly notified.
      Any such contributing party shall not be liable to any party seeking
      contribution on account of any settlement of any claim, action or proceeding
      effected by such party seeking contribution on account of any settlement of
      any
      claim, action or proceeding effected by such party seeking contribution without
      the written consent of such contributing party. The contribution provisions
      contained in this Section are intended to supersede, to the extent permitted
      by
      law, any right to contribution under the Act, the Exchange Act or otherwise
      available. The Underwriters’ obligations to contribute pursuant to this Section
      5.3 are several and not joint.

     

    
      
        
        

      

      
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    6.
       Default
      by an Underwriter.

     

    6.1 Default
      Not Exceeding 10% of Firm Units or Option Units.
      If any
      Underwriter or Underwriters shall default in its or their obligations to
      purchase the Firm Units or the Option Units, if the over-allotment option is
      exercised, hereunder, and if the number of the Firm Units or Option Units with
      respect to which such default relates does not exceed in the aggregate 10%
      of
      the number of Firm Units or Option Units that all Underwriters have agreed
      to
      purchase hereunder, then such Firm Units or Option Units to which the default
      relates shall be purchased by the non-defaulting Underwriters in proportion
      to
      their respective commitments hereunder.

     

    6.2
       Default
      Exceeding 10% of Firm Units or Option Units.
      In the
      event that the default addressed in Section 6.1 above relates to more than
      10%
      of the Firm Units or Option Units, Representative may in its discretion arrange
      for itself or for another party or parties to purchase such Firm Units or Option
      Units to which such default relates on the terms contained herein. If, within
      one Business Day after such default relating to more than 10% of the Firm Units
      or Option Units, Representative does not arrange for the purchase of such Firm
      Units or Option Units, then the Company shall be entitled to a further period
      of
      one Business Day within which to procure another party or parties satisfactory
      to the Company and Representative to purchase said Firm Units or Option Units
      on
      such terms. In the event Representative does not arrange for the purchase of
      the
      Firm Units or Option Units to which a default relates as provided in this
      Section 6, this Agreement may be terminated by the Company without liability
      on
      the part of the Company (except as provided in Sections 3.13 and 5 hereof)
      or
      the several Underwriters (except as provided in Section 5 hereof); provided,
      however,
      that if
      such default occurs with respect to the Option Units, this Agreement will not
      terminate as to the Firm Units; and provided
      further
      that
      nothing herein shall relieve a defaulting Underwriter of its liability, if
      any,
      to the other several Underwriters and to the Company for damages occasioned
      by
      its default hereunder.

     

    6.3
       Postponement
      of Closing Date.
      In the
      event the Firm Units or Option Units to which the default relates are to be
      purchased by the non-defaulting Underwriters, or are to be purchased by another
      party or parties as aforesaid, Representative or the Company shall have the
      right to postpone the Closing Date or Option Closing Date for a reasonable
      period, but not in any event exceeding five Business Days, in order to effect
      whatever changes may thereby be made necessary in the Registration Statement,
      the Preliminary Prospectus and/or the Prospectus, as the case may be, or in
      any
      other documents and arrangements, and the Company agrees to file promptly any
      amendment to, or to supplement, the Registration Statement, the Preliminary
      Prospectus and/or the Prospectus, as the case may be, that in the opinion of
      counsel for the Underwriters may thereby be made necessary. The term
“Underwriter” as used in this Agreement shall include any party substituted
      under this Section 6 with like effect as if it had originally been a party
      to
      this Agreement with respect to such Securities.

     

    
      
        
        

      

      
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    7.
       Additional
      Covenants.

     

    7.1 Additional
      Shares or Options.
      The
      Company hereby agrees that until the Company consummates a Business Combination,
      it shall not issue any Ordinary Shares or any options or other securities
      convertible into Ordinary Shares, or any shares of Preferred Stock which
      participate in any manner in the Trust Fund or which vote as a class with the
      Ordinary Shares on a Business Combination.

    


    7.2 Trust
      Fund Waiver Acknowledgments.
      The
      Company hereby agrees that it will not commence its due diligence investigation
      of any operating business or businesses which the Company seeks to acquire
      (each, a “Target
      Business”)
      or
      obtain the services of any vendor unless and until such Target Business or
      vendor acknowledges in writing, whether through a letter of intent, memorandum
      of understanding or other similar document (and subsequently acknowledges the
      same in any definitive document replacing any of the foregoing), that (a) it
      has
      read the Prospectus and understands that the Company has established the Trust
      Fund, initially in an amount of $100,000,000 (which includes $3,000,000 of
      deferred underwriting discounts and which does not give effect to any exercise
      of the Over-allotment Option) for the benefit of the Public Stockholders and
      that, except for a portion of the interest earned on the amounts held in the
      Trust Fund, the Company may disburse monies from the Trust Fund only (i) to
      the
      Public Stockholders in the event of the redemption of their shares or the
      dissolution and liquidation of the Trust Fund as part of the Company’s plan of
      dissolution and liquidation or (ii) to the Company after it consummates a
      Business Combination and (b) for and in consideration of the Company (1)
      agreeing to evaluate such Target Business for purposes of consummating a
      Business Combination with it or (2) agreeing to engage the services of the
      vendor, as the case may be, such Target Business or vendor agrees that it does
      not have any right, title, interest or claim of any kind in or to any monies
      of
      the Trust Fund (“Claim”)
      and
      waives any Claim it may have in the future as a result of, or arising out of,
      any negotiations, contracts or agreements with the Company and will not seek
      recourse against the Trust Fund for any reason whatsoever. The
      foregoing letters shall substantially be in the form attached hereto
      as Exhibit
      A
      and B,
      respectively. Furthermore, each officer and director of the Company shall
      execute a waiver letter in the form attached hereto as Exhibit
      C.

    


    7.3 Insider
      Letters.
      The
      Company shall not take any action or omit to take any action which would cause
      a
      breach of any of the Insider Letters executed between each Initial Stockholder,
      officer or director and Maxim or the Subscription Agreement and will not allow
      any amendments to, or waivers of, such Insider Letters or the Subscription
      Agreement without the prior written consent of Maxim.

     

    7.4
       Amended
      and Restated Memorandum and Articles of Association.
      The
      Company shall not take any action or omit to take any action that would cause
      the Company to be in breach or violation of its Amended and Restated Memorandum
      and Articles of Association. Subject to Section 3.32, prior to the consummation
      of a Business Combination, the Company will not amend its Amended and Restated
      Memorandum and Articles of Association, without the prior written consent of
      Maxim.

     

    
      
        
        

      

      
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    7.5
       Blue
      Sky Requirements.
      The
      Company shall provide counsel to the Representative with ten copies of all
      proxy
      information and all related material filed with the Commission in connection
      with a Business Combination concurrently with such filing with the Commission.
      In addition, the Company shall furnish any other state in which its initial
      public offering was registered, such information as may be requested by such
      state.

     

    7.6 Acquisition/Liquidation
      Procedure.
      (a) The
      Company agrees: (i) that, prior to the consummation of any Business Combination,
      it will submit such transaction to the Company’s stockholders for their approval
      (“Business
      Combination Vote”)
      even
      if the nature of the acquisition is such as would not ordinarily require
      stockholder approval under applicable state law; and (ii) that, in the event
      that the Company does not effect a Business Combination within 18 months from
      the consummation of this Offering (subject to extension for an additional
      six-month period or any extension upon the prior
      consent of holders of 95% or more of the Company’s outstanding Ordinary
      Shares,
      each as
      described in the Prospectus)(the “Termination
      Date”),
      the
      Company shall take all action necessary to dissolve the Corporation and
      liquidate the Trust Account to holders of IPO Shares as soon as reasonably
      practicable, in accordance with Cayman Islands Law. Upon liquidation of the
      Trust Account, the Company will distribute to all holders of IPO Shares (defined
      below) an aggregate sum equal to $10.00 per unit (plus a portion of the interest
      earned, but net of (i) taxes payable on interest earned, and (ii) up to
      $2,000,000 of interest income released to the Company to fund its working
      capital), plus a pro rata share of any remaining net assets, subject to any
      valid claims by the Company’s creditors that are not covered by amounts held in
      the Trust Fund or the indemnities provided by the Company’s Sponsor. Only
      holders of IPO Shares (as defined below) shall be entitled to receive
      liquidating distributions and the Company shall pay no liquidating distributions
      with respect to any other shares of capital stock of the Company, including
      the
      Ordinary Shares underlying the Placement Warrants. 

    


    (b)
      With
      respect to the Business Combination Vote, each of the Initial Stockholders
      has
      agreed to vote the Ordinary Shares owned by them immediately prior to this
      Offering in accordance with the majority of the IPO Shares voted by the holders
      of the IPO Shares in connection with the Business Combination Vote. At the
      time
      the Company seeks approval of any potential Business Combination, the Company
      will offer each of the holders of Ordinary Shares issued in this Offering (the
      “IPO
      Shares”)
      the
      right to redeem their IPO Shares at a per share price equal to $10.00 (the
      “Redemption
      Price”)
      (plus
      a portion of the interest earned, but net of (i) taxes payable on interest
      earned, and (ii) up to $2,000,000 of interest income released to the Company
      to
      fund its working capital). If holders of less than 35.00% in interest of the
      Company’s IPO Shares vote against such approval of a Business Combination, the
      Company may, but will not be required to, proceed with such Business
      Combination. If the Company elects to so proceed, it will redeem shares, based
      upon the Redemption Price, from those holders of IPO Shares who affirmatively
      requested such redemption and who voted against the Business Combination. If
      holders of 35.00% or more in interest of the IPO Shares vote against approval
      of
      any potential Business Combination, the Company will not proceed with such
      Business Combination and will not redeem such shares. Only holders of IPO Shares
      shall be entitled to receive liquidating distributions and the Company shall
      pay
      no liquidating distributions with respect to any other shares of capital stock
      of the Company. 

     

    
      
        
        

      

      
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    7.7  Rule
      419.
      The
      Company agrees that it will use its best efforts to prevent the Company from
      becoming subject to Rule 419 under the Act prior to the consummation of any
      Business Combination, including, but not limited to, using its best efforts
      to
      prevent any of the Company’s outstanding securities from being deemed to be a
“penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such
      period.

     

    7.8
       Presentation
      of Potential Target Businesses.
      The
      Company shall cause each of the Initial Stockholders, officers and directors
      to
      agree that, in order to minimize potential conflicts of interest which may
      arise
      from multiple affiliations, the Initial Stockholders, officers and directors
      will present to the Company for its consideration, prior to presentation to
      any
      other person or company, any suitable opportunity to acquire an operating
      business, until the earlier of the consummation by the Company of a Business
      Combination, the liquidation of the Company, or until such time as such Initial
      Stockholder, officer or director ceases to be affiliated with the Company,
      subject to any pre-existing fiduciary obligations the Initial Stockholders
      might
      have.

     

    7.9 Target
      Fair Market Value.
      The
      Company agrees that the initial Target Business that it acquires must have
      a
      fair market value equal to at least 80% of the amount held in the Company’s
      Trust Fund (excluding the deferred underwriting compensation payable to the
      underwriters) at the time of such acquisition. The fair market value of such
      business must be determined by the Board of Directors of the Company based
      upon
      standards generally accepted by the financial community, such as actual and
      potential sales, earnings and cash flow and book value. If the Board of
      Directors of the Company is not able to independently determine that the Target
      Business has a fair market value of at least 80% of the amount in the Trust
      Fund
      (excluding the deferred underwriting compensation payable to the underwriters)
      at the time of such acquisition, the Company will obtain an opinion from an
      unaffiliated, independent investment banking firm which is a member of the
      FINRA
      with respect to the satisfaction of such criteria. The Company is not required
      to obtain an opinion from an investment banking firm as to the fair market
      value
      if the Company’s Board of Directors independently determines that the Target
      Business does have sufficient fair market value.

    


    8.
       Representations
      and Agreements to Survive Delivery.
      Except
      as the context otherwise requires, all representations, warranties and
      agreements contained in this Agreement shall be deemed to be representations,
      warranties and agreements at the Closing Date or the Option Closing Date, if
      any, and such representations, warranties and agreements of the Underwriters
      and
      Company, including the indemnity agreements contained in Section 5 hereof,
      shall
      remain operative and in full force and effect regardless of any investigation
      made by or on behalf of any Underwriter, the Company or any controlling person,
      and shall survive termination of this Agreement or the issuance and delivery
      of
      the Securities to the several Underwriters until the earlier of the expiration
      of any applicable statute of limitations and the seventh anniversary of the
      later of the Closing Date or the Option Closing Date, if any, at which time
      the
      representations, warranties and agreements shall terminate and be of no further
      force and effect.

     

    
      
        
        

      

      
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    9. Effective
      Date of This Agreement and Termination Thereof.

     

    9.1 Effective
      Date.
      This
      Agreement shall become effective on the Effective Date at the time the
      Registration Statement is declared effective by the Commission.

     

    9.2  Termination.
      Maxim
      shall have the right to terminate this Agreement at any time prior to any
      Closing Date, (i) if any domestic or international event or act or occurrence
      has materially disrupted, or in Maxim’s opinion will in the immediate future
      materially disrupt, general securities markets in the United States; or (ii)
      if
      trading on the New York Stock Exchange, the American Stock Exchange, the Boston
      Stock Exchange or on the OTC Bulletin Board (or successor trading market) shall
      have been suspended, or minimum or maximum prices for trading shall have been
      fixed, or maximum ranges for prices for securities shall have been fixed, or
      maximum ranges for prices for securities shall have been required on the OTC
      Bulletin Board or by order of the Commission or any other government authority
      having jurisdiction, or (iii) if the United States or any Asian country (as
      defined in the Prospectus) shall have become involved in a war or an increase
      in
      major hostilities, or (iv) if a banking moratorium has been declared by a New
      York State or federal authority, or (v) if a moratorium on foreign exchange
      trading has been declared which materially adversely impacts the United States
      securities market, or (vi) if the Company shall have sustained a material loss
      by fire, flood, accident, hurricane, earthquake, theft, sabotage or other
      calamity or malicious act which, whether or not such loss shall have been
      insured, will, in Maxim’s opinion, make it inadvisable to proceed with the
      delivery of the Units, or (vii) if any of the Company’s representations,
      warranties or covenants hereunder are breached, or (viii) if the Representative
      shall have become aware after the date hereof of such a material adverse change
      in the conditions or prospects of the Company, or such adverse material change
      in general market conditions, including, without limitation, as a result of
      terrorist activities after the date hereof, as in the Representative’s judgment
      would make it impracticable to proceed with the offering, sale and/or delivery
      of the Units or to enforce contracts made by the Underwriters for the sale
      of
      the Units.

     

    9.3  Expenses.
      In the
      event this Agreement shall not be carried out for any reason whatsoever, except
      as a result of the Representative’s or any underwriters’ breach or default with
      respect to any of its material obligations pursuant to this Agreement, within
      the time specified herein or any extensions thereof pursuant to the terms
      herein, the obligations of the Company to pay the out of pocket expenses
      actually incurred by the Representative related to the transactions contemplated
      herein shall be governed by Section 3.13 hereof.

     

    9.4 Indemnification.
      Notwithstanding any contrary provision contained in this Agreement, any election
      hereunder or any termination of this Agreement, and whether or not this
      Agreement is otherwise carried out, the provisions of Section 5 shall not be
      in
      any way effected by, such election or termination or failure to carry out the
      terms of this Agreement or any part hereof.

     

    10. Miscellaneous.

     

    10.1 Notices.
      All
      communications hereunder, except as herein otherwise specifically provided,
      shall be in writing and shall be mailed, delivered by hand or reputable
      overnight courier or delivered by facsimile transmission (with printed
      confirmation of receipt) and confirmed and shall be deemed given when so mailed,
      delivered or faxed (or if mailed, two days after such mailing):

     

    
      
        
        

      

      
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    If
      to the
      Representative:

     

    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn: Clifford
      Teller, Head of Investment Banking

    Fax:
      (212) 895-3783

     

    Copy
      to:

     

    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th
      floor

    New
      York,
      New York 10174

    Attn:
      Jody R. Samuels, Esq.

    Fax:
      (212) 907-6687

     

    If
      to the
      Company:

     

    Asia
      Special Situation Acquisition Corp

    P.O.
      Box 309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

     

    Copy
      to:

     

    Hodgson
      Russ LLP

    1540
      Broadway, 24th
      Floor

    New
      York,
      New York 10036

    Attn: Stephen
      A
      Weiss, Esq.

    Fax:
      (212) 751-0928

     

    10.2  Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Agreement.

     

    10.3
       Amendment.
      This
      Agreement may only be amended by a written instrument executed by each of the
      parties hereto.

     

    10.4
       Entire
      Agreement.
      This
      Agreement (together with the other agreements and documents being delivered
      pursuant to or in connection with this Agreement) constitute the entire
      agreement of the parties hereto with respect to the subject matter hereof and
      thereof, and supersede all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    
      
        
        

      

      
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    10.5 Binding
      Effect.
      This
      Agreement shall inure solely to the benefit of and shall be binding upon the
      Representative, the Underwriters, the Company and the controlling persons,
      directors and officers referred to in Section 5 hereof, and their respective
      successors, legal representatives and assigns, and no other person shall have
      or
      be construed to have any legal or equitable right, remedy or claim under or
      in
      respect of or by virtue of this Agreement or any provisions herein
      contained.

     

    10.6 Governing
      Law, Venue, etc.
      

    


    10.6.1 This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to the conflict of laws
      principles thereof. Each
      of
      the Representative and the Company (and any individual signatory hereto): (i)
      agrees that any legal suit, action or proceeding arising out of or relating
      to
      this agreement and/or the transactions contemplated hereby shall be instituted
      exclusively in New York Supreme Court, County of New York, or in the United
      States District Court for the Southern District of New York, (ii) waives any
      objection which such party may have or hereafter to the venue of any such suit,
      action or proceeding and (iii) irrevocably and exclusively consents to the
      jurisdiction of the New York Supreme Court, County of New York, and the United
      States District Court for the Southern District of New York in any such suit,
      action or proceeding.

    


    10.6.2 Each
      of
      the Representative and the Company (and any individual signatory hereto) further
      agrees to accept and acknowledge service of any and all process which may be
      served in any such suit, action or proceeding in the New York Supreme Court,
      County of New York, or in the United States District Court for the Southern
      District of New York and agrees that service of process upon the Company or
      any
      such individual mailed by certified mail to the Company’s address shall be
      deemed in every respect effective service of process upon the Company or any
      such individual in any such suit, action or proceeding, and service of process
      upon the Representative mailed by certified mail to the Representative’s address
      shall be deemed in every respect effective service process upon the
      Representative, in any such suit, action or proceeding. 

    


    10.6.3 THE
      COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON
      BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL
      BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION
      WITH
      THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE
      REGISTRATION STATEMENT AND THE PROSPECTUS. 

    


    10.6.4 The
      Company agrees that the prevailing party(ies) in any such action shall be
      entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in
      connection with the preparation therefor.

    


    
      
        
        

      

      
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    10.7 Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto. Delivery of a signed counterpart of this Agreement by fax or email/pdf
      transmission shall constitute valid and sufficient delivery
      thereof.

     

    10.8  Waiver,
      Etc.
      The
      failure of any of the parties hereto to at any time enforce any of the
      provisions of this Agreement shall not be deemed or construed to be a waiver
      of
      any such provision, nor to in any way effect the validity of this Agreement
      or
      any provision hereof or the right of any of the parties hereto to thereafter
      enforce each and every provision of this Agreement. No waiver of any breach,
      non-compliance or non-fulfillment of any of the provisions of this Agreement
      shall be effective unless set forth in a written instrument executed by the
      party or parties against whom or which enforcement of such waiver is sought;
      and
      no waiver of any such breach, non-compliance or non-fulfillment shall be
      construed or deemed to be a waiver of any other or subsequent breach,
      non-compliance or non-fulfillment.

    


    10.9 No
      Fiduciary Relationship.
      The Company hereby acknowledges that the Underwriters are acting solely as
      underwriters in connection with the offering of the Company’s securities. The
      Company further acknowledges that the Underwriters are acting pursuant to a
      contractual relationship created solely by this Agreement entered into on an
      arm’s length basis and in no event do the parties intend that the Underwriters
      act or be responsible as a fiduciary to the Company, its management,
      stockholders, creditors or any other person in connection with any activity
      that
      the Underwriters may undertake or have undertaken in furtherance of the offering
      of the Company’s securities, either before or after the date hereof. The
      Underwriters hereby expressly disclaim any fiduciary or similar obligations
      to
      the Company, either in connection with the transactions contemplated by this
      Agreement or any matters leading up to such transactions, and the Company hereby
      confirms its understanding and agreement to that effect. The Company and the
      Underwriters agree that they are each responsible for making their own
      independent judgments with respect to any such transactions, and that any
      opinions or views expressed by the Underwriters to the Company regarding such
      transactions, including but not limited to any opinions or views with respect
      to
      the price or market for the Company’s securities, do not constitute advice or
      recommendations to the Company. The Company hereby waives and releases, to
      the
      fullest extent permitted by law, any claims that the Company may have against
      the Underwriters with respect to any breach or alleged breach of any fiduciary
      or similar duty to the Company in connection with the transactions contemplated
      by this Agreement or any matters leading up to such transactions.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing correctly sets forth the understanding between the Underwriters and
      the Company, please so indicate in the space provided below for that purpose,
      whereupon this letter shall constitute a binding agreement between
      us.

     

    
      	
               

            	
               

            	
              Very
                truly yours,

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP.

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              By:

            	
               /s/
                Angela Ho

            	
               

            
	
               

            	
               

            	
               

            	
              Name:
                

            	
              Angela
                Ho

            
	
               

            	
               

            	
               

            	
              Title:

            	
              Chairman

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Agreed
                to and accepted on the date first above written.

            	
               

            	
               

            	
               

            	
               

            
	 	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MAXIM
                GROUP LLC, as Representative of the several underwriters

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:
                

            	
               /s/
                Clifford A. Teller

            	
               

            	
               

            	
               

            
	
               

            	
              Name:
                

            	
              Clifford
                A. Teller

            	
               

            	
               

            
	
               

            	
              Title:

            	
              Head
                of Investment Banking

            	
               

            	
               

            
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

     

    ASIA
      SPECIAL SITUATION ACQUISITION CORP.

     

    10,000,000
      Units

     

    
      	
              Underwriter

            	 	
              Number
                of Firm Units to be Purchased

            	 
	
               

            	 	
               

            	 
	
              Maxim
                Group LLC

            	 	 	
              8,000,000

            	 
	
              CRT
                Capital Group, LLC

            	 	 	
              2,000,000

            	 
	 	 	 	 	 
	
               

            	 	 	
              10,000,000

            	 


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Form
      of Target Business Letter

    


    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box 309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      Angela Ho, Chairman

    


    Gentlemen:

    


    Reference
      is made to the Final Prospectus of Asia Special Situation Acquisition
Corp.,
      (“ASSAC”),
      dated January 16, 2008 (the “Prospectus”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      assigned to them in Prospectus.

    


    We
      have read the Prospectus and understand that ASSAC
      has
      established the Trust Fund, initially in an amount of at least $100,000,000
      for
      the benefit of the Public Stockholders and the underwriters of ASSAC’s initial
      public offering (the “Underwriters”) and that, except for up to $2,000,000 of
      the interest earned on the amounts held in the Trust Fund, ASSAC may disburse
      monies from the Trust Fund only (i) to the Public Stockholders in the event
      of
      the redemption of their shares or the dissolution and liquidation of ASSAC,
      (ii)
      for the payment of taxes on interest earned on the amounts held in the Trust
      Fund, or (iii) to ASSAC
      and
      the Underwriters
      after it consummates a Business Combination.

    


    For
      and in consideration of ASSAC
      agreeing to evaluate the undersigned for purposes of consummating a Business
      Combination with it, the undersigned hereby agrees that it does not have any
      right, title, interest or claim of any kind in or to any monies in the Trust
      Fund (the “Claim”)
      and hereby waives any Claim it may have in the future as a result of, or arising
      out of, any negotiations, contracts or agreements with ASSAC
      and will not seek recourse against the Trust Fund for any reason
      whatsoever.

     

    
      	 	 
	 	
              Print
                Name of Target Business

            
	 	 
	 	 
	 	 
	 	
              Authorized
                Signature of Target Business

            


    

    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Form
      of Vendor Letter

    


    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box 309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      Angela Ho, Chairman

     

    Gentlemen:

    


    Reference
      is made to the Final Prospectus of Asia Special Situation Acquisition
Corp.,
      (“ASSAC”),
      dated January 16, 2008 (the “Prospectus”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      assigned to them in Prospectus.

    


    We
      have read the Prospectus and understand that ASSAC
      has
      established the Trust Fund, initially in an amount of at least $100,000,000
      for
      the benefit of the Public Stockholders and the underwriters of ASSAC’s initial
      public offering (the “Underwriters”) and that, except for up to $2,000,000 of
      the interest earned on the amounts held in the Trust Fund, ASSAC may disburse
      monies from the Trust Fund only (i) to the Public Stockholders in the event
      of
      the redemption of their shares or the dissolution and liquidation of ASSAC,
      (ii)
      for the payment of taxes on interest earned on the amounts held in the Trust
      Fund, or (iii) to ASSAC
      and
      the Underwriters
      after it consummates a Business Combination.

    


    For
      and in consideration of ASSAC
      agreeing to use the products or services of the undersigned, the undersigned
      hereby agrees that it does not have any right, title, interest or claim of
      any
      kind in or to any monies in the Trust Fund (the “Claim”)
      and hereby waives any Claim it may have in the future as a result of, or arising
      out of, any negotiations, contracts or agreements with ASSAC
      and will not seek recourse against the Trust Fund for any reason
      whatsoever.

     

    
      	 	 
	 	
              Print
                Name of Vendor

            
	 	 
	 	 
	 	 
	 	
              Authorized
                Signature of Vendor

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    Form
      of Director/Officer Letter

    


    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box 309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      Angela Ho, Chairman

    


    Gentlemen:

    


    The
      undersigned officer or director of Asia Special Situation Acquisition Corp.
      (“ASSAC”)
      hereby acknowledges that ASSAC has established the Trust Fund, initially in
      an
      amount of at least $100,000,000 for the benefit of the Public Stockholders
      and
      the underwriters of ASSAC’s initial public offering (the “Underwriters”) and
      that, except for up to $2,000,000 of the interest earned on the amounts held
      in
      the Trust Fund, ASSAC may disburse monies from the Trust Fund only (i) to the
      Public Stockholders in the event of the redemption of their shares or the
      dissolution and liquidation of ASSAC, (ii) for the payment of taxes on interest
      earned on the amounts held in the Trust Fund, or (iii) to ASSAC and the
      Underwriters after it consummates a Business Combination.

    


    The
      undersigned hereby agrees that it does not have any right, title, interest
      or
      claim of any kind in or to any monies in the Trust Fund (the “Claim”)
      and hereby waives any Claim it may have in the future as a result of, or arising
      out of, any contracts or agreements with ASSAC and will not seek recourse
      against the Trust Fund for any reason whatsoever.

    


    Notwithstanding
      the foregoing, such waiver shall not apply to any shares acquired by the
      undersigned in the public market.

    


    


    
      	 	 
	 	
              Print
                Name of Officer/Director

            
	 	 
	 	 
	 	 
	 	
              Authorized
                Signature of Officer/Director

            


    

     

    
      
        
        

      

      
        47