Unassociated Document


    
      

        THE
          REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES
          THAT
          IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
          PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT
          IT WILL
          NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION
          UNTIL
          JULY 16, 2009 [18
          MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW)]
          IN ACCORDANCE WITH FINRA RULE 2710(g)(1) TO ANYONE OTHER THAN (I) MAXIM
          GROUP
          LLC AND ITS AFFILIATES ("MAXIM") OR AN UNDERWRITER OR A SELECTED DEALER
          IN
          CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER,
          PARTNER OR EMPLOYEE OF MAXIM OR OF ANY SUCH UNDERWRITER OR SELECTED
          DEALER.

        


        THIS
          PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE CONSUMMATION BY ASIA SPECIAL
          SITUATION ACQUISITION CORP. ("COMPANY") OF A CAPITAL STOCK EXCHANGE, ASSET
          OR
          STOCK ACQUISITION, CONTRACTUAL ARRANGEMENT IN WHICH THE COMPANY ACQUIRES
          CONTROL
          OF A TARGET BUSINESS OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS
          COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT.
          THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, JANUARY
          16,
          2013.

         

        UNIT
          PURCHASE OPTION

        


        FOR
          THE PURCHASE OF

        


        380,000
          UNITS

        


        OF

        


        ASIA
          SPECIAL SITUATION ACQUISITION CORP.

        


            1.
          Purchase
          Option.

        


        THIS
          CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim
          Partners, LLC (collectively, with its successors and permitted assigns
          and/or
          transferees, the "Holder"), as registered owner of this Purchase Option,
          to Asia
          Special Situation Acquisition Corp. (the "Company"), Holder is entitled,
          at any
          time or from time to time after the consummation of a Business Combination
          ("Commencement Date"), and at or before 5:00 p.m., Eastern Time, January
          16,
          2013 ("Expiration Date"), but not thereafter, to subscribe for, purchase
          and
          receive, in whole or in part, up to Three Hundred Eighty Thousand (380,000)
          units (the "Units") of the Company, each Unit consisting of one ordinary
          share
          of the Company, par value $0.0001 per share (the "Ordinary Shares"), and
          one
          warrant (the "Warrant") expiring four (4) years from the effective date
          ("Effective Date") of the registration statement ("Registration Statement")
          pursuant to which Units are offered for sale to the public (the "Offering").
          Each Warrant contains the same terms and conditions as the warrants included
          in
          the Units being registered for sale to the public by way of the Registration
          Statement (the "Public Warrants"), including that the Warrants underlying
          the
          Units comprising this Purchase Option which have an exercise price of $7.50
          per
          share. If the Expiration Date is a day on which banking institutions are
          authorized by law to close, then this Purchase Option may be exercised
          on the
          next succeeding day which is not such a day in accordance with the terms
          herein.
          During the period ending on the Expiration Date, the Company agrees not
          to take
          any action that would terminate the Purchase Option. This Purchase Option
          is
          initially exercisable at $12.50 per Unit so purchased; provided, however,
          that
          upon the occurrence of any of the events specified in Section 6 hereof,
          the
          rights granted by this Purchase Option, including the exercise price per
          Unit
          and the number of Units (and Ordinary
          Shares
          and Warrants) to be received upon such exercise, shall be adjusted as therein
          specified. The term "Exercise Price" shall mean the initial exercise price
          or
          the adjusted exercise price, depending on the context.

         

            2.
          Exercise.

        


        2.1
          Exercise Form. In order to exercise this Purchase Option, the exercise
          form
          attached hereto must be duly executed and completed and delivered to the
          Company, together with this Purchase Option and payment of the Exercise
          Price for the Units being purchased payable in cash or by certified check
          or
          official bank check. If the subscription rights represented hereby shall
          not be
          exercised at or before 5:00 p.m., New York City Time, on the Expiration
          Date,
          this Purchase Option shall become and be void without further force or
          effect,
          and all rights represented hereby shall cease and expire.

        


        2.2
          Legend. Each certificate for the securities purchased under this Purchase
          Option
          shall bear a legend as follows, unless such securities have been registered
          under the Securities Act of 1933, as amended (the "Act"):

        


        "THE
          SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933, AS AMENDED ("ACT") OR APPLICABLE STATE LAW. THE
          SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED,
          IN WHOLE
          OR IN PART, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE
          ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE
          STATE LAW."


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2.3
          Cashless Exercise. In lieu of the payment of the Exercise Price multiplied
          by
          the number of Units for which this Purchase Option is exercisable (and
          in lieu
          of being entitled to receive Ordinary
          Shares
          and Warrants) in the manner required by Section 2.1, the Holder shall have
          the
          right (but not the obligation) to convert any exercisable but unexercised
          portion of this Purchase Option into Units (the "Conversion Right") as
          follows:
          upon exercise of the Conversion Right, the Company shall deliver to the
          Holder
          (without payment by the Holder of any of the Exercise Price in cash) that
          number
          of Ordinary
          Shares
          and Warrants comprising that number of Units equal to the quotient obtained
          by
          dividing (x) the "Value" (as defined below) of the portion of the Purchase
          Option being converted by (y) the Current Market Value (as defined below)
          of the
          portion of the Purchase Option being converted. The "Value" of the portion
          of
          the Purchase Option being converted shall equal the remainder derived from
          subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
          Units
          underlying the portion of this Purchase Option being converted from (b)
          the
          Current Market Value of a Unit multiplied by the number of Units underlying
          the
          portion of the Purchase Option being converted. As used herein, the term
          "Current Market Value" per Unit at any date means: (A) in the event that
          neither
          the Units nor Warrants are still trading, the remainder derived from subtracting
          (x) the exercise price of the Warrants multiplied by the number of Ordinary
          Shares
          issuable upon exercise of the Warrants underlying one Unit from (y) (i)
          the
          Current Market Price of the Ordinary
          Shares
          multiplied by (ii) the number of Ordinary
          Shares
          underlying one Unit, which shall include the Ordinary
          Shares
          underlying the Warrants included in such Unit; (B) in the event that the
          Units,
Ordinary
          Shares
          and Public Warrants are still trading, (i) if the Units are listed on a
          national
          securities exchange or quoted on the Nasdaq Global Select Market, Nasdaq
          Global
          Market, Nasdaq Capital Market or OTC Bulletin Board (or successor such
          as the
          Bulletin Board Exchange), the last sale price of the Units in the principal
          trading market for the Units as reported by the exchange, Nasdaq or the
          FINRA,
          as the case may be, on the last trading day preceding the date in question;
          or
          (ii) if the Units are not listed on a national securities exchange or quoted
          on
          the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market
          or
          the OTC Bulletin Board (or successor exchange), but is traded in the residual
          over-the-counter market, the closing bid price for Units on the last trading
          day
          preceding the date in question for which such quotations are reported by
          the
          Pink Sheets, LLC or similar publisher of such quotations; and (C) in the
          event
          that the Units are not still trading but the Ordinary
          Shares
          and Warrants underlying the Units are still trading, the Current Market
          Price of
          the Ordinary
          Shares
          plus the product of (x) the Current Market Price of the Warrants and (y)
          the
          number of Ordinary
          Shares
          underlying the Warrants included in one Unit. The "Current Market Price"
          shall
          mean (i) if the Ordinary
          Shares
          (or Warrants, as the case may be) is listed on a national securities exchange
          or
          quoted on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq
          Capital
          Market or OTC Bulletin Board (or successor such as the Bulletin Board Exchange),
          the last sale price of the Ordinary
          Shares
          (or Warrants) in the principal trading market for the Ordinary
          Shares
          as reported by the exchange, Nasdaq or the FINRA, as the case may be, on
          the
          last trading day preceding the date in question; (ii) if the Ordinary
          Shares
          (or Warrants, as the case may be) is not listed on a national securities
          exchange or quoted on the Nasdaq Global Select Market, Nasdaq Global Market,
          Nasdaq Capital Market or the OTC Bulletin Board (or successor exchange),
          but is
          traded in the residual over-the-counter market, the closing bid price for
          the
Ordinary
          Shares
          (or Warrants) on the last trading day preceding the date in question for
          which
          such quotations are reported by the Pink Sheets, LLC or similar publisher
          of
          such quotations; and (iii) if the fair market value of the Ordinary
          Shares
          cannot be determined pursuant to clause (i) or (ii) above, such price as
          the
          Board of Directors of the Company shall determine, in good faith. In the
          event
          the Public Warrants have expired and are no longer exercisable, no "Value"
          shall
          be attributed to the Warrants underlying this Purchase Option. Additionally,
          in
          the event that this Purchase Option is exercised pursuant to this Section
          2.3
          and the Public Warrants are still trading, the "Value" shall be reduced
          by the
          difference between the Warrant Exercise Price and the exercise price of
          the
          Public Warrants multiplied by the number of Warrants underlying the Units
          included in the portion of this Purchase Option being converted.

         

        2.4
          Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised
          by
          the Holder on any business day on or after the Commencement Date and not
          later
          than the Expiration Date by delivering the Purchase Option with the duly
          executed exercise form attached hereto with the cashless exercise section
          completed to the Company, exercising the Cashless Exercise Right and specifying
          the total number of Units the Holder will purchase pursuant to such Cashless
          Exercise Right.

         

        2.5
          No Net Cash Settlements or Damages Upon Failure of Registration. In no
          event
          shall the registered Holder of this Purchase Option be entitled to (i)
          net cash
          settlement of this Purchase Option or the Warrants underlying the Purchase
          Option, regardless of whether any or all of the Registrable Securities
          have been
          registered by the Company pursuant to an effective registration statement,
          or
          (ii) receive
          any damages if any or all of the Registrable Securities have not been registered
          by the Company pursuant to an effective registration statement, subject
          to the
          requirement that the Company use its best efforts to have a registration
          statement or post-effective amendment declared effective as soon as possible
          after receiving the Initial Demand Notice.
          The holder of the Warrants underlying the Purchase Option will not be entitled
          to exercise the Warrants underlying such Purchase Option unless a registration
          statement is effective, or an exemption from the registration requirements
          is
          available at such time and, if the holder does not, or is not able to,
          exercise
          the Warrants underlying the Purchase Option the Warrants will expire worthless.
          


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


            3.
          Transfer.

        


        3.1
          General Restrictions. The registered Holder of this Purchase Option, by
          its
          acceptance hereof, agrees that it will not sell, transfer, assign, pledge
          or
          hypothecate this Purchase Option, or the securities issuable upon exercise
          of
          the Purchase Option, until July 16, 2009 [18
          months following the Effective Date] in
          accordance with FINRA Rule 2710(g)(1) to anyone other than (i) Maxim or
          an
          underwriter or a selected dealer in connection with the Offering, or (ii)
          a bona
          fide officer or partner of Maxim or of any such underwriter or selected
          dealer.
          On and after July 16, 2009 [18
          months from the Effective Date],
          transfers to others may be made subject to compliance with or exemptions
          from
          applicable securities laws. In order to make any permitted assignment,
          the
          Holder must deliver to the Company the assignment form attached hereto
          duly
          executed and completed, together with the Purchase Option and payment of
          all
          transfer taxes, if any, payable in connection therewith. The Company shall
          within five business days transfer this Purchase Option on the books of
          the
          Company and shall execute and deliver a new Purchase Option or Purchase
          Options
          of like tenor to the appropriate assignee(s) expressly evidencing the right
          to
          purchase the aggregate number of Units purchasable hereunder or such portion
          of
          such number as shall be contemplated by any such assignment.

        


        3.2
          Restrictions Imposed by the Act. The securities evidenced by this Purchase
          Option shall not be transferred unless and until (i) the Company has received
          the opinion of counsel for the Holder that the securities may be transferred
          pursuant to an exemption from registration under the Act and applicable
          state
          securities laws, the availability of which is established to the reasonable
          satisfaction of the Company (the Company hereby agreeing that the opinion
          of
          Richardson & Patel LLP shall be deemed satisfactory evidence of the
          availability of an exemption), or (ii) a registration statement or a
post-effective
          amendment to the Registration Statement relating to such securities has
          been
          filed by the Company and declared effective by the Securities and Exchange
          Commission (“SEC”) and compliance with applicable state securities law has been
          established.

         

            4.
          New
          Purchase Options to be Issued.

        


        4.1
          Partial Exercise or Transfer. Subject to the restrictions in Section 3
          hereof,
          this Purchase Option may be exercised or assigned in whole or in part.
          In the
          event of the exercise or assignment hereof in part only, upon surrender
          of this
          Purchase Option for cancellation, together with the duly executed exercise
          or
          assignment form and, except in the case of an exercise of this Purchase
          Option
          contemplated by Section 2.3 hereof, funds sufficient to pay any Exercise
          Price
          and/or transfer tax, the Company shall cause to be delivered to the Holder
          without charge a new Purchase Option of like tenor to this Purchase
          Option in the name of the Holder evidencing the right of the Holder to
          purchase
          the number of Units purchasable hereunder as to which this Purchase Option
          has
          not been exercised or assigned.

        


        4.2
          Lost Certificate. Upon receipt by the Company of evidence satisfactory
          to it of
          the loss, theft, destruction or mutilation of this Purchase Option and
          of
          reasonably satisfactory indemnification or the posting of a bond, the Company
          shall execute and deliver a new Purchase Option of like tenor and date.
          Any such
          new Purchase Option executed and delivered as a result of such loss, theft,
          mutilation or destruction shall constitute a substitute contractual obligation
          on the part of the Company.

        


            5.
          Registration Rights.

        


        5.1
          Demand Registration.

        


        5.1.1
          Grant of Right. The Company, upon written demand (an "Initial Demand Notice")
          of
          the holder(s) of at least an aggregate of 51% of all outstanding Purchase
          Options issued by the Company and/or the underlying Units and/or the underlying
          securities (the "Majority Holders"), agrees to use its best efforts to
          register
          on one occasion, all or any portion of
          the Purchase Options requested by the Majority Holders in the Initial Demand
          Notice and all of the securities underlying such Purchase Options, including
          the
          Units, Ordinary
          Shares,
          the Warrants and the Ordinary
          Shares
          underlying the Warrants(collectively, the "Registrable Securities"). On
          such
          occasion, the Company will use its best efforts to file a registration
          statement
          or a post-effective amendment to the Registration Statement covering the
          Registrable Securities within sixty days after receipt of the Initial Demand
          Notice and use its best efforts to have such registration statement or
          post-effective amendment declared effective as soon as possible thereafter.
          The
          demand for registration may be made at any time during a period of five
          years
          beginning on the Effective Date. The Initial Demand Notice shall specify
          the
          number of shares of Registrable Securities proposed to be sold and the
          intended
          method(s) of distribution thereof. The Company will notify all holders
          of the
          Purchase Options and/or Registrable Securities of the demand within ten
          days
          from the date of the receipt of any such Initial Demand Notice. Each holder
          of
          Registrable Securities who wishes to include all or a portion of such holder's
          Registrable Securities in the Demand Registration (each such holder including
          shares of Registrable Securities in such registration, a "Demanding Holder")
          shall so notify the Company within fifteen (15) days after the receipt
          by the
          holder of the notice from the Company. Upon any such request, the Demanding
          Holders shall be entitled to have their Registrable Securities included
          in the
          Demand Registration, subject to Section 5.2.1.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        5.1.2
          Terms. The Company shall bear all fees and expenses attendant to registering
          the
          Registrable Securities, including the expenses of any legal counsel selected
          by
          the Holders to represent them in connection with the sale of the Registrable
          Securities, but the Holders shall pay any and all underwriting commissions.
          The
          Company agrees to use its reasonable
          best efforts to qualify or register the Registrable Securities in such
          States as
          are reasonably requested by the Majority Holder(s); provided, however,
          that in
          no event shall the Company be required to register the Registrable Securities
          in
          a State in which such registration would cause (i) the Company to be obligated
          to qualify to do business in such State, or would subject the Company to
          taxation as a foreign corporation doing business in such jurisdiction or
          (ii)
          the principal stockholders of the Company to be obligated to escrow their
          shares
          of capital stock of the Company. The Company shall use its
          best efforts to cause any registration statement or post-effective amendment
          filed pursuant to the demand rights granted under Section 5.1.1 to remain
          effective for a period of nine (9) months from the effective date of such
          registration statement or post-effective amendment.

         

            5.2
          "Piggy-Back" Registration.

        


        5.2.1
          Grant of Right. In addition to the demand right of registration, the Holders
          of
          the Purchase Options shall have the right for a period of seven years commencing
          on the Effective Date, to include the Registrable Securities as part of
          any
          other registration of securities filed by the Company (other than in connection
          with a transaction contemplated by Rule 145(a) promulgated under the Act
          or
          pursuant to Form S-8); provided, however, that if, in the written opinion
          of the
          Company's managing underwriter or underwriters, if any, for such offering,
          the
          inclusion of the Registrable Securities, when added to the securities being
          registered by the Company or the selling stockholder(s), will exceed the
          maximum
          amount of the Company's securities (the "Maximum Number of Shares") which
          can be
          marketed (i) at a price reasonably related to their then current market
          value,
          and (ii) without materially and adversely affecting the entire offering,
          then
          the Company shall include
          in any such registration:

        


        (i)
          If the registration is undertaken for the Company's account: (A) first,
          the
Ordinary
          Shares
          or other securities that the Company desires to sell that can be sold without
          exceeding the Maximum Number of Shares; (B) second, to the extent that
          the
          Maximum Number of Shares has not been reached under the foregoing clause
          (A),
          the Ordinary
          Shares,
          if any, including the Registrable Securities, as to which registration
          has been
          requested pursuant to written contractual piggy-back registration rights
          of
          security holders (pro rata in accordance with the number of Ordinary
          Shares
          which each such person has actually requested to be included in such
          registration, regardless of the number of Ordinary
          Shares
          with respect to which such persons have the right to request such inclusion)
          that can be sold without exceeding the Maximum Number of Shares;
          and

        


        (ii)
          If the registration is a "demand" registration undertaken at the demand
          of
          persons other than the holders of Registrable Securities pursuant to written
          contractual arrangements with such persons, (A) first, the Ordinary
          Shares
          for the account of the demanding persons that can be sold without exceeding
          the
          Maximum Number of Shares; (B) second, to the extent that the Maximum Number
          of
          Shares has not been reached under the foregoing clause (A), the Ordinary
          Shares
          or other securities that the Company desires to sell that can be sold without
          exceeding the Maximum Number of Shares; and (C) third, to the extent that
          the
          Maximum Number of Shares has not been reached under the foregoing clauses
          (A)
          and (B), the Registrable Securities as to which registration has been requested
          under this Section 5.2 (pro rata in accordance with the number of shares
          of
          Registrable Securities held by each such holder); and (D) fourth, to the
          extent
          that the Maximum Number of Shares has not been reached under the foregoing
          clauses (A), (B) and (C), the Ordinary
          Shares
          if any, as to which registration has been requested pursuant to written
          contractual piggy-back registration rights which other shareholders desire
          to
          sell that can be sold without exceeding the Maximum Number of
          Shares.

         

        5.2.2
          Terms. The Company shall bear all fees and expenses attendant to registering
          the
          Registrable Securities, including the expenses of any legal counsel selected
          by
          the Holders to represent them in connection with the sale of the Registrable
          Securities but the Holders shall pay any and all underwriting commissions
          related to the Registrable Securities. In the event of such a proposed
          registration, the Company shall furnish the then Holders of outstanding
          Registrable Securities with not less than fifteen days written notice prior
          to
          the proposed date of filing of such registration statement.
          Such notice to the Holders shall continue to be given for each applicable
          registration statement filed (during the period in which the Purchase Option
          is
          exercisable) by the Company until such time as all of the Registrable Securities
          have been registered and sold. The holders of the Registrable Securities
          shall
          exercise the "piggy-back" rights provided for herein by giving written
          notice,
          within ten days of the receipt of the Company's notice of its intention
          to file
          a registration statement. The Company shall use its best efforts to cause
          any
          registration statement filed pursuant to the above "piggyback" rights to
          remain
          effective for at least nine months from the date that the Holders of the
          Registrable Securities are first given the opportunity to sell all of such
          securities. The Company agrees, at its sole expenses, to use its reasonable
          best
          efforts to qualify or register the Registrable Securities in such States
          as are
          reasonably requested by the Majority Holder(s); provided, however,
          that in no event shall the Company be required to register the Registrable
          Securities in a State in which such registration would cause (i) the Company
          to
          be obligated to qualify to do business in such State, or would subject
          the
          Company to taxation as a foreign corporation doing business in such jurisdiction
          or (ii) the principal stockholders of the Company to be obligated to escrow
          their shares of capital stock of the Company.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        5.3
          General Terms.

        


        5.3.1
          Indemnification. The Company shall indemnify the Holder(s) of the Registrable
          Securities to be sold pursuant to any registration statement hereunder
          and each
          person, if any, who controls such Holders within the meaning of Section
          15 of
          the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
          (the
          "Exchange Act"), and any of their
          respective heirs, successors, permitted assigns and transfers, and agents
          and
          representatives, against all loss, claim, damage, expense or liability
          (including all reasonable attorneys' fees and other expenses reasonably
          incurred
          in investigating, preparing or defending against litigation, commenced
          or
          threatened, or any claim whatsoever whether arising out of any action between
          the underwriter and the Company or between the underwriter and any third
          party
          or otherwise) to which any of them may become subject under the Act, the
          Exchange Act or otherwise, arising from such registration statement but
          only to
          the same extent and with the same effect as the provisions pursuant to
          which the
          Company has agreed to indemnify the underwriters contained in Section 5.1
          of the
          Underwriting Agreement between the Company, Maxim and the other underwriters
          named therein dated the Effective Date. The Holder(s) of the Registrable
          Securities to be sold pursuant to such registration statement, and their
          successors and assigns, shall severally, and not jointly, indemnify the
          Company,
          its officers and directors and each person, if any, who controls the Company
          within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
          Act, against all loss, claim, damage, expense or liability (including all
          reasonable attorneys' fees and other expenses reasonably incurred in
          investigating, preparing or defending against any claim whatsoever) to
          which
          they may become subject under the Act, the Exchange Act or otherwise, arising
          from information furnished by or on behalf of such Holders, or their successors
          or assigns, in writing, for specific inclusion in such registration statement
          to
          the same extent and with the same effect as the provisions contained in
          Section
          5.2 of the Underwriting Agreement pursuant to which the underwriters have
          agreed
          to indemnify the Company.

        


        5.3.2
          Exercise of Purchase Options. Nothing contained in this Purchase Option
          shall be
          construed as requiring the Holder(s) to exercise their Purchase Options
          or
          Warrants underlying such Purchase Options prior to or after the initial
          filing
          of any registration statement or the effectiveness thereof.

        


        5.3.3
          Documents Delivered to Holders. The Company shall furnish Maxim, as
          representative of the Holders participating in any of the foregoing offerings,
          a
          signed counterpart, addressed to the participating Holders, of (i) an opinion
          of
          counsel to the Company, dated the effective date of such registration statement
          (and, if such registration includes an underwritten public offering, an
          opinion
          dated the date of the closing under any underwriting agreement related
          thereto),
          and (ii) a "cold comfort" letter dated the effective date of such registration
          statement (and, if such registration includes an underwritten public offering,
          a
          letter dated the date of the closing under the underwriting agreement)
          signed by
          the independent public accountants who have issued a report on the Company's
          financial statements included in such registration statement, in each case
          covering substantially the same matters with respect to such registration
          statement (and the prospectus included therein) and, in the case of such
          accountants' letter, with respect to events subsequent to the date of such
          financial statements, as are customarily covered in opinions of issuer's
          counsel
          and in accountants' letters delivered to underwriters in underwritten public
          offerings of securities. The Company shall also deliver promptly to Maxim,
          as
          representative of the Holders participating in the offering, the correspondence
          and memoranda described below and copies of all correspondence between
          the
          Commission and the Company, its counsel or auditors and all memoranda relating
          to discussions with the Commission or its staff with respect to the registration
          statement and permit Maxim, as representative of the Holders, to do such
          investigation, upon reasonable advance notice, with respect to information
          contained in or omitted from the registration statement as it deems reasonably
          necessary to comply with applicable securities laws or rules of the Financial
          Industry Regulatory Authority (the "FINRA"). Such investigation shall include
          access to books, records and properties and opportunities to discuss the
          business of the Company with its officers and independent auditors, all
          to such
          reasonable extent and at such reasonable times and as often as Maxim, as
          representative of the Holders, shall reasonably request. The Company shall
          not
          be required to disclose any confidential information or other records to
          Maxim,
          as representative of the Holders, or to any other person, until and unless
          such
          persons shall have entered into reasonable confidentiality agreements (in
          form
          and substance reasonably satisfactory to the Company), with the Company
          with
          respect thereto.

        


        5.3.4
          Underwriting Agreement. The Company shall enter into an underwriting agreement
          with the managing underwriter(s), if any, selected by any Holders whose
          Registrable Securities are being registered pursuant to this Section 5,
          which
          managing underwriter shall be reasonably acceptable to the Company. Such
          agreement shall be reasonably satisfactory in form and substance to the
          Company,
          each Holder and such managing underwriters, and shall contain such
          representations, warranties and covenants by the Company and such other
          terms as
          are customarily contained in agreements of that type used by the managing
          underwriter. The Holders shall be parties to any underwriting agreement
          relating
          to an underwritten sale of their Registrable Securities and may, at their
          option, require that any or all the representations, warranties and covenants
          of
          the Company to or for the benefit of such underwriters shall also be made
          to and
          for the benefit of such Holders. Such Holders shall not be required to
          make any
          representations or warranties to or agreements with the Company or the
          underwriters except as they may relate to such Holders and their intended
          methods of distribution. Such Holders, however, shall agree to such covenants
          and indemnification and contribution obligations for selling stockholders
          as are
          customarily contained in agreements of that type used by the managing
          underwriter. Further, such Holders shall execute appropriate custody agreements
          and otherwise cooperate fully in the preparation of the registration statement
          and other documents relating to any offering in which they include securities
          pursuant to this Section 5. Each Holder shall also furnish to the Company
          such
          information regarding itself, the Registrable Securities held by it, and
          the
          intended method of disposition of such securities as shall be reasonably
          required to effect the registration of the Registrable
          Securities.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        5.3.5
          Rule 144 Sale. Notwithstanding anything contained in this Section 5 to
          the
          contrary, the Company shall have no obligation pursuant to Sections 5.1
          or 5.2
          to use its best efforts to obtain the registration of Registrable Securities
          held by any Holder (i) where such Holder would then be entitled to sell
          under
          Rule 144 within any three month period (or such other period prescribed
          under
          Rule 144 as may be provided by amendment thereof) all of the Registrable
          Securities held by such Holder, and (ii) where the number of Registrable
          Securities held by such Holder is within the volume limitations
          under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
          within the meaning of Rule 144).

        


        5.3.6
          Supplemental Prospectus. Each Holder agrees, that upon receipt of any notice
          from the Company of the happening of any event as a result of which the
          prospectus included in the Registration Statement, as then in effect, includes
          an untrue statement of a material fact or omits to state a material fact
          required to be stated therein or necessary to make the statements therein
          not
          misleading in light of the circumstances then existing, such Holder will
          immediately discontinue disposition of Registrable Securities pursuant
          to the
          Registration Statement covering such Registrable Securities until
          such Holder's receipt of the copies of a supplemental or amended prospectus,
          and, if so desired by the Company, such Holder shall deliver to the Company
          (at
          the expense of the Company) or destroy (and deliver to the Company a certificate
          of such destruction) all copies, other than permanent file copies then
          in such
          Holder's possession, of the prospectus covering such Registrable Securities
          current at the time of receipt of such notice.

        


            6.
          Adjustments.

        


        6.1
          Adjustments to Exercise Price and Number of Securities. The Exercise Price
          and
          the number of Units underlying the Purchase Option shall be subject to
          adjustment from time to time as hereinafter set forth:

        


        6.1.1
          Stock Dividends - Split-Ups. If after the date hereof, and subject to the
          provisions of this Section 6, the number of outstanding Ordinary
          Shares
          is increased by a stock dividend payable in Ordinary
          Shares
          or by a split-up of Ordinary
          Shares
          or other similar event, then, on the effective date thereof, the number
          of
Ordinary
          Shares
          underlying each of the Units purchasable hereunder shall be increased in
          proportion to such increase in outstanding shares. In such case, the number
          of
Ordinary
          Shares,
          and the exercise price applicable thereto, underlying the Warrants underlying
          each of the Units purchasable hereunder shall be adjusted in accordance
          with the
          terms of the Warrants. For example, if the Company declares a two-for-one
          stock
          dividend and at the time of such dividend this Purchase Option is for the
          purchase of one Unit at $12.50 per whole Unit (the Warrant underlying the
          Unit
          is exercisable for $7.50 per share), upon effectiveness of the dividend,
          this
          Purchase Option will be adjusted to allow for the purchase of one Unit
          at $12.50
          per Unit, each Unit entitling the holder to receive two Ordinary
          Shares
          and two Warrants (each Warrant exercisable for $3.75 per share).

        


        6.1.2
          Aggregation of Shares. If after the date hereof, and subject to the provisions
          of Section 6.4, the number of outstanding Ordinary
          Shares
          is decreased by a consolidation, combination or reclassification of Ordinary
          Shares
          or other similar event, then, on the effective date thereof, the number
          of
Ordinary
          Shares
          underlying each of the Units purchasable hereunder shall be decreased in
          proportion to such decrease in outstanding shares. In such case, the number
          of
Ordinary
          Shares,
          and the exercise price applicable thereto, underlying the Warrants underlying
          each of the Units purchasable hereunder shall be adjusted in accordance
          with the
          terms of the Warrants.

        


        6.1.3
          Replacement of Securities upon Reorganization, etc. In case of any
          reclassification or reorganization of the outstanding Ordinary
          Shares
          other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
          affects the par value of such Ordinary
          Shares,
          or in the case of any merger or consolidation of the Company with or into
          another corporation (other than a consolidation or merger in which the
          Company
          is the continuing corporation and that does not result in any reclassification
          or reorganization of the outstanding Ordinary
          Shares),
          or in the case of any sale or conveyance to another corporation or entity
          of the
          property of the Company in its entirety or substantially in its entirety
          in
          connection with which the Company is dissolved, the Holder of this Purchase
          Option shall have the right thereafter (until the expiration of the right
          of
          exercise of this Purchase Option) to receive upon the exercise hereof,
          for the
          same aggregate Exercise Price payable hereunder immediately prior to such
          event,
          the kind and amount of shares of stock or other securities or property
          (including cash) receivable upon such reclassification, reorganization,
          merger
          or consolidation, or upon a dissolution following any such sale or transfer,
          by
          a Holder of the number of Ordinary
          Shares
          of the Company obtainable upon exercise of this Purchase Option and the
          underlying Warrants immediately prior to such event; and if any reclassification
          also results in a change in Ordinary
          Shares
          covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant
          to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
          Section
          6.1.3 shall similarly apply to successive reclassifications, reorganizations,
          mergers or consolidations, sales or other transfers.

        


        6.1.4
          Changes in Purchase Option. This Purchase Option need not be changed because
          of
          any change pursuant to this Section, and Purchase Options issued after
          such
          change may state the same Exercise Price and the same number of Units as
          are
          stated in the Purchase Options initially issued pursuant to this Agreement.
          The
          acceptance by any Holder of the issuance of new Purchase Options reflecting
          a
          required or permissive change shall not be deemed to waive any rights to
          an
          adjustment occurring after the Commencement Date or the computation
          thereof.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        6.2
          Substitute Purchase Option. In case of any consolidation of the Company
          with, or
          merger of the Company with, or merger of the Company into, another corporation
          (other than a consolidation or merger which does not result in any
          reclassification or change of the outstanding Ordinary
          Shares),
          the corporation formed by such consolidation or merger shall execute and
          deliver
          to the Holder a supplemental Purchase Option providing that the holder
          of each
          Purchase Option then outstanding or to be outstanding shall have the right
          thereafter (until the stated expiration of such Purchase Option) to receive,
          upon exercise of such Purchase Option, the kind and amount of shares of
          stock
          and other securities and property receivable upon such consolidation or
          merger,
          by a holder of the number of Ordinary
          Shares
          of the Company for which such Purchase Option might have been exercised
          immediately prior to such consolidation, merger, sale or transfer. Such
          supplemental Purchase Option shall provide for adjustments which shall
          be
          identical to the adjustments provided in Section
          6. The above provision of this Section shall similarly apply to successive
          consolidations or mergers.

        


        6.3
          Elimination of Fractional Interests. The Company shall not be required
          to issue
          certificates representing fractions of Ordinary
          Shares
          or Warrants upon the exercise of the Purchase Option, nor shall it be required
          to issue scrip or pay cash in lieu of any fractional interests, it being
          the
          intent of the parties that all fractional interests shall be eliminated
          by rounding any fraction up or down to the nearest whole number of Warrants,
          Ordinary
          Shares
          or other securities, properties or rights.

        


            7.
          Reservation and Listing. The Company shall at all times reserve and keep
          available out of its authorized Ordinary
          Shares,
          solely for the purpose of issuance upon exercise of the Purchase Options
          or the
          Warrants underlying the Purchase Option, such number of Ordinary
          Shares
          or other securities, properties or rights as shall be issuable upon the
          exercise
          thereof. The Company covenants and agrees that, upon exercise of the Purchase
          Options and payment of the Exercise Price therefor, all Ordinary
          Shares
          and other securities issuable upon such exercise shall be duly and validly
          issued, fully paid and non-assessable and not subject to preemptive rights
          of
          any stockholder. The Company further covenants and agrees that upon exercise
          of
          the Warrants underlying the Purchase Options and payment of the respective
          Warrant exercise price therefor, all Ordinary
          Shares
          and other securities issuable upon such exercise shall be duly and validly
          issued, fully paid and non-assessable and not subject to preemptive rights
          of
          any stockholder. As long as the Purchase Options shall be outstanding,
          the
          Company shall use its best efforts to cause all (i) Units and Ordinary
          Shares
          issuable upon exercise of the Purchase Options, (ii) Warrants issuable
          upon
          exercise of the Purchase Options and (iii)Ordinary
          Shares
          issuable upon exercise of the Warrants included in the Units issuable upon
          exercise of the Purchase Option to be listed (subject to official notice
          of
          issuance) on all securities exchanges (or, if applicable on the Nasdaq
          Global
          Select Market, Nasdaq Global Market, Nasdaq Capital Market, OTC Bulletin
          Board
          or any successor trading market) on which the Units, the Ordinary
          Shares
          or the Warrants may then be listed and/or quoted.

        


            8.
          Certain
          Notice Requirements.

        


        8.1
          Holder's Right to Receive Notice. Nothing herein shall be construed as
          conferring upon the Holders the right to vote or consent as a stockholder
          for
          the election of directors or any other matter, or as having any rights
          whatsoever as a stockholder of the Company. If, however, at any time prior
          to
          the expiration of the Purchase Options and their exercise, any of the events
          described in Section 8.2 shall occur, then, in one or more of said events,
          the
          Company shall give written notice of such event at least fifteen days prior
          to
          the date fixed as a record date or the date of closing the transfer books
          for
          the determination of the stockholders entitled to such dividend, distribution,
          conversion or exchange of securities or subscription

        rights,
          or entitled to vote on such proposed dissolution, liquidation, winding
          up or
          sale. Such notice shall specify such record date or the date of the closing
          of
          the transfer books, as the case may be. Notwithstanding the foregoing,
          the
          Company shall deliver to each Holder a copy of each notice given to the
          other
          stockholders of the Company at the same time and in the same manner that
          such
          notice is given to the stockholders.

        


        8.2
          Events Requiring Notice. The Company shall be required to give the notice
          described in this Section 8 upon one or more of the following events: (i)
          if the
          Company shall take a record of the holders of its Ordinary
          Shares
          for the purpose of entitling them to receive a dividend or distribution,
          or (ii)
          the Company shall offer to all the holders of its Ordinary
          Shares
          any additional shares of capital stock of the Company or securities convertible
          into or exchangeable for shares of capital stock of the Company, or any
          option,
          right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
          or
          winding up of the Company (other than in connection with a consolidation
          or
          merger) or a sale of all or substantially all of its property, assets and
          business or a merger of the Company wherein the separate existence of the
          Company shall cease shall be proposed.

        


        8.3
          Notice of Change in Exercise Price. The Company shall, promptly after an
          event
          requiring a change in the Exercise Price pursuant to Section 6 hereof,
          send
          notice to the Holders of such event and change (a "Price Notice"). The
          Price
          Notice shall describe the event causing the change and the method of calculating
          same and shall be certified as being true and accurate by the Company's
          President and Chief Financial Officer.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        8.4
          Transmittal of Notices. All notices, requests, consents and other communications
          under this Purchase Option shall be in writing and shall be deemed to have
          been
          duly made when hand delivered, mailed by express mail or private courier
          service, or sent by facsimile transmission, with confirmation of receipt:
          (i) If
          to the registered Holder of the Purchase Option, to the address and/or
          fax
          number of such Holder as shown on the books of the Company, or (ii) if
          to the
          Company, to the following address or fax number or to such other address
          or and
          fax number as the Company may designate by notice to the
          Holders:

        


        Asia
          Special Situation Acquisition Corp.

        P.O.
          Box 309GT, Ugland House

        South
          Church Street

        George
          Town, Grand Cayman

        Cayman
          Islands

        


            9.
          Miscellaneous.

        


        9.1
          Amendments. The Company and Maxim may from time to time supplement or amend
          this
          Purchase Option without the approval of any of the Holders in order to
          cure any
          ambiguity, to correct or supplement any provision contained herein that
          may be
          defective or inconsistent with any other provisions herein, or to make
          any other
          provisions in regard to matters or questions arising hereunder that the
          Company
          and Maxim may deem necessary or desirable and that the Company and Maxim
          deem
          shall not adversely affect the interest of the Holders. All other modifications
          or amendments shall require the written consent of and be signed by the
          party
          against whom enforcement of the modification or amendment is
          sought.

        


        9.2
          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 Purchase
          Option.

        


            10.
          Entire
          Agreement. This Purchase Option (together with the other agreements and
          documents being delivered pursuant to or in connection with this Purchase
          Option) constitutes the entire agreement of the parties hereto with respect
          to
          the subject matter hereof, and supersedes all prior agreements and
          understandings of the parties, oral and written, with respect to the subject
          matter hereof.

        


        10.1
          Binding Effect. This Purchase Option shall inure solely to the benefit
          of and
          shall be binding upon, the Holder and the Company and their permitted assignees,
          respective successors, legal representative 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 Purchase Option or any provisions
          herein contained.

        


        10.2
          Governing Law; Submission to Jurisdiction. This Purchase Option shall be
          governed by and construed and enforced in accordance with the laws of the
          State
          of New York, without giving effect to conflict of laws. Each of the Company
          and
          Maxim agree that any action, proceeding or claim against it arising out
          of, or
          relating in any way to this Purchase Option shall be brought and enforced
          in the
          courts of the State of New York located in New York County or of the United
          States of America for the Southern District of New York, and irrevocably
          submits
          to such jurisdiction, which jurisdiction shall be exclusive. Each of the
          Company
          and Maxim hereby waives any objection to such exclusive jurisdiction and
          that
          such courts represent an inconvenient forum. Any process or summons to
          be served
          upon the Company may be served by transmitting a copy thereof by registered
          or
          certified mail, return receipt requested, postage prepaid, addressed to
          it at
          the address set forth in Section 8 hereof. Such mailing shall be deemed
          personal
          service and shall be legal and binding upon the Company in any action,
          proceeding or claim. The Company and the Holder agree 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.

        


        10.3
          Waiver, Etc. The failure of the Company or the Holder to at any time enforce
          any
          of the provisions of this Purchase Option shall not be deemed or construed
          to be
          a waiver of any such provision, nor to in any way affect the validity of
          this
          Purchase Option or any provision hereof or the right of the Company or
          any
          Holder to thereafter enforce each and every provision of this Purchase
          Option.
          No waiver of any breach, non-compliance or non-fulfillment of any of the
          provisions of this Purchase Option 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.

        


        10.4
          Execution in Counterparts. This Purchase Option 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.

        


        10.5
          Exchange Agreement. As a condition of the Holder's receipt and acceptance
          of
          this Purchase Option, Holder agrees that, at any time prior to the complete
          exercise of this Purchase Option by Holder, if the Company and Maxim enter
          into
          an agreement (an "Exchange Agreement") pursuant to which they agree that
          all
          outstanding Purchase Options will be exchanged for securities or cash or
          a
          combination of both, then Holder shall agree to such exchange and become
          a party
          to the Exchange Agreement.

        


        [Remainder
          of Page Intentionally Left Blank]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
          by its
          duly authorized officer as of the 16th
          day of January, 2008.

         

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


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Form
          to be used to exercise Purchase Option

        


        Asia
          Special Situation Acquisition Corp.

        


        Date:_________________,
          200__

        


        The
          undersigned hereby elects irrevocably to exercise all or a portion of the
          within
          Purchase Option and to purchase ____ Units of Asia Special Situation Acquisition
          Corp. and hereby makes payment of $____________ (at the rate of $_________
          per
          Unit) in payment of the Exercise Price pursuant thereto. Please issue the
          Ordinary
          Shares
          and Warrants as to which this Purchase Option is exercised in accordance
          with
          the instructions given below.

        


        or

        


        The
          undersigned hereby elects irrevocably to convert its right to purchase
          _________
          Units purchasable under the within Purchase Option by surrender of the
          unexercised portion of the attached Purchase Option (with a "Value" based
          of
          $_______ based on a "Market Price" of $_______). Please issue the securities
          comprising the Units as to which this Purchase Option is exercised in accordance
          with the instructions given below.

         

        
          

            
              	 	
                       

                    	 
	 	
                      Signature

                    	 
	 	 	 
	 	
                       

                    	 
	 	
                      Signature
                        Guaranteed

                    	 
	 	 	 


            

          

        

        
          

            
              	 	INSTRUCTIONS
                      FOR
                      REGISTRATION OF SECURITIES	 
	 	 	 
	
                      Name

                    	
                       

                    	 
	 	
                      (Print
                        in Block Letters)

                    	 
	 	 	 
	
                      Address

                    	
                       

                    	 


            

          

        

        


        NOTICE:
          THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN
          UPON

        THE
          FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
          OR

        ENLARGEMENT
          OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER

        THAN
          A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
          A

        REGISTERED
          NATIONAL SECURITIES EXCHANGE.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Form
          to be used to assign Purchase Option


        ASSIGNMENT

        


        (To
          be executed by the registered Holder to effect a transfer of the within
          Purchase
          Option):

        


        FOR
          VALUE RECEIVED,___________________________________________ does hereby
          sell,
          assign and transfer unto______________________________________ the right
          to
          purchase __________ Units of Asia Special Situation Acquisition Corp. (the
          "Company") evidenced by the within Purchase Option and does hereby authorize
          the
          Company to transfer such right on the books of the Company.

        


        Dated:___________________,
          200__

        
          

            
              	 	
                       

                    	 
	 	
                      Signature

                    	 
	 	 	 
	 	
                       

                    	 
	 	
                      Signature
                        Guaranteed

                    	 
	 	 	 


            

          

        

         

        NOTICE:
          THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN
          UPON

        THE
          FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
          OR

        ENLARGEMENT
          OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER

        THAN
          A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
          A

        REGISTERED
          NATIONAL SECURITIES EXCHANGE.