Unassociated Document


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of January 16, 2008 by and between Asia Special Situation
      Acquisition Corp. (the “Company”) whose principal office is located at P.O. Box
      309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
      Islands and Continental Stock Transfer & Trust Company (“Trustee”) located
      at 17 Battery Place, New York, New York 10004.

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, File No. 333-145163
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective on January 16, 2008 by the Securities and
      Exchange Commission (“Effective Date”); and

     

    WHEREAS,
      the Company has issued securities in a private placement (the “Placement”);
      and

     

    WHEREAS,
      Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters
      (the “Underwriters”); and

     

    WHEREAS,
      as described in the Company’s Registration Statement, (i) in accordance with the
      Company’s Amended and Restated Certificate of Incorporation, $100,000,000 of the
      net proceeds of the IPO ($115,000,000 if the Underwriters’ over-allotment option
      is exercised in full), (ii) in accordance with the Subscription Agreement,
      dated
      as of January 16, 2008, among the Company and certain purchasers, $5,725,000
      of
      the gross proceeds of the Placement (together with the IPO proceeds, the “Base
      Deposit”), and (iii) in accordance with the Underwriting Agreement, dated
      January 16, 2008, between the Company and Maxim, as representative of the
      Underwriters, an additional $3,000,000 ($3,450,000 if the Underwriters’
over-allotment option is exercised in full), representing a portion of the
      Underwriters’ discount (the “Deferred Discount”), $100,000,000 will be delivered
      to the Trustee to be deposited and held in a trust account for the benefit
      of
      the Company, the public holders of the Ordinary Shares, par value $.0001 per
      share, of the Company (“Ordinary Shares”) included in the units of the Company’s
      securities issued in the IPO (the “Units”) and Maxim and the Underwriters. The
      amount to be delivered to the Trustee will be referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the
      Property will be referred to as the “Public Stockholders,” and the Public
      Stockholders, the Company and Maxim and the Underwriters will be referred to
      together as the “Beneficiaries”; and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

     

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

     

    1.
 
      Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)
         Hold the Property in trust for the Beneficiaries in accordance with
      the terms of this Agreement, in segregated trust accounts (“Trust Account”)
      established by the Trustee with at J.P. Morgan Chase Bank N.A. and at a
      brokerage institution selected by the Trustee;

      

    (b)
         Manage, supervise and administer the Trust Account subject to the
      terms and conditions set forth herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)
         In
      a timely manner, upon the written instruction of the Company, to invest and
      reinvest the Property in any “Government Security” or in money market funds
      selected by the Company meeting the conditions specified in Rule 2a-7
      promulgated under the Investment Company Act of 1940, as amended, as determined
      by the Company. As used herein, “Government Security” means any Treasury Bill
      issued by the United States, having a maturity of one hundred and eighty days
      or
      less;

     

    (d)
         Collect and receive, when due, all principal and income arising
      from the Property, which shall become part of the “Property,” as such term is
      used herein;

     

    (e)   
      Promptly notify the Company of all communications received by it with respect
      to
      any Property requiring action by the Company;

     

    (f)
         To the extent that the information is in the possession of the
      Trustee, supply any necessary information or documents as may be requested
      by
      the Company in connection with the Company’s preparation of the tax returns for
      the Trust Account or the Company;

     

    (g)
         Participate in any plan or proceeding for protecting or enforcing
      any right or interest arising from the Property if, as and when instructed
      by
      the Company and/or Maxim to do so;

     

    (h)
         Render to the Company, and to such other person as the Company may
      instruct, monthly written statements of the activities of and amounts in the
      Trust Account reflecting all receipts and disbursements of the Trust
      Account;

     

    (i)
         Commence liquidation of the Trust Account upon receipt of the
      Officers Certificate signed by the President and Chief Executive Officer in
      accordance with the terms of a letter (“Termination Letter”), in a form
      substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B,
      signed
      on behalf of the Company by its President and Chief Executive Officer, and
      complete the liquidation of the Trust Account and distribute the Property in
      the
      Trust Account only as directed in the Termination Letter and the other documents
      referred to therein, as part of the Company’s automatic plan of dissolution and
      liquidation. The Trustee understands and agrees that, except as provided in
      Section 3(j) and Section 2 hereof, disbursements from the Trust Account shall
      be
      made only pursuant to a duly executed Termination Letter, together with the
      other documents referenced herein, including, without limitation, an
      independently certified oath and report of inspector of election in respect
      of
      the stockholder vote in favor of the Business Combination (as hereinafter
      defined). As used in this Agreement, the term “Business Combination” means the
      acquisition by the Company, through capital stock exchange, control
      through contractual arrangements,
      asset or
      stock acquisition of, or similar business combination with, one or more
      entities located in Asia as more fully described in the prospectus forming
      a
      part of the Registration Statement; and

     

    2.
 
      Limited
      Distributions of Income on Property.

     

    (a)
         If there is any income tax obligation relating to the income from
      the Property in the Trust Account, then, at the written instruction of the
      Company, the Trustee shall disburse to the Company or the Internal Revenue
      Service by wire transfer out of the Property in the Trust Account, the amount
      indicated by the Company as required to pay income taxes.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b)
         Upon written request from the Company stating that such
      distribution pursuant to this Section 2(b) shall be used to fund the working
      capital requirements of the Company and the costs related to identifying,
      researching and acquiring a prospective target business, in each case as
      described in the prospectus that forms a part of the Registration Statement,
      the
      Trustee shall distribute to the Company an amount equal to $2,000,000 of the
      income earned and collected on the Base Deposit through the last day of the
      month immediately preceding the date of receipt of the Company’s written
      request.

     

    (c)    
      Upon receipt by the Trustee of a written instruction from the Company for
      distributions from the Trust Account in connection with a plan of dissolution
      and distribution, signed by on behalf of the Company in accordance with Section
      3(a) of this Agreement, certifying as true, accurate and complete (i) a
      statement of the amount of actual expenses incurred or, where known with
      reasonable certainty, imminently to be incurred by the Company in connection
      with its dissolution and distribution, (ii) any amounts due to pay creditors
      or
      required to reserve for payment to creditors, and (iii) the sum of (i) and
      (ii),
      the Trustee shall distribute to the Company an amount, as directed by the
      Company in the instruction letter, up to the sum of (i) and (ii) as indicated
      in
      the instruction letter.

    


    (d)   Except
      as provided in this Section 2, no other distributions from the Trust Account
      shall be permitted except in accordance with Sections 1(i) and 3(j)
      hereof.

     

    3.
 
      Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)
         To provide all instructions to the Trustee hereunder in writing,
      signed by the Company’s President and Chief Executive Officer. In addition,
      except with respect to its duties under paragraph 1(i) and 3(j), the Trustee
      shall be entitled to rely on, and shall be protected in relying on, any verbal
      or telephonic advice or instruction which it in good faith believes to be given
      by any one of the persons authorized above to give written instructions,
      provided that the Company shall promptly confirm such instructions in
      writing;

    


    (b)
       The
      Company shall provide Maxim with a copy of any Termination Letters, Officers
      Certificates and/or any other correspondence that it sends to the Trustee with
      respect to any proposed withdrawal from the Trust Account promptly after it
      sends same;

     

    (c)
         To hold the Trustee harmless and indemnify the Trustee from and
      against any and all expenses, including reasonable counsel fees and
      disbursements, or loss suffered by the Trustee in connection with any action,
      suit or other proceeding brought against the Trustee involving any claim, or
      in
      connection with any claim or demand which in any way arises out of or relates
      to
      this Agreement, the services of the Trustee hereunder, or the Property or any
      income earned from investment of the Property, except for expenses and losses
      resulting from the Trustee’s gross negligence or willful misconduct. Promptly
      after the receipt by the Trustee of notice of demand or claim or the
      commencement of any action, suit or proceeding, pursuant to which the Trustee
      intends to seek indemnification under this paragraph, it shall notify the
      Company in writing of such claim (hereinafter referred to as the “Indemnified
      Claim”). The Trustee shall have the right to conduct and manage the defense
      against such Indemnified Claim, provided that the Trustee shall obtain the
      consent of the Company with respect to the selection of counsel, which
      consent shall not be unreasonably withheld. The Trustee may not agree to
      settle any Indemnified Claim without the prior written consent of the Company.
      The Company may participate in such action with its own counsel at its own
      expense;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (d)
         Pay the Trustee an initial acceptance fee, an annual fee and a
      transaction processing fee for each disbursement made pursuant to Sections
      2(a)
      and 2(b) as set forth on Schedule A hereto, which fees shall be subject to
      modification by the parties from time to time. It is expressly understood that
      the Property shall not be used to pay such fees and further agreed that said
      transaction processing fees shall be deducted by the Trustee from the
      disbursements made to the Company pursuant to Section 2(b). The Company shall
      pay the Trustee the initial acceptance fee and first year’s fee at the
      consummation of the IPO and thereafter on the anniversary of the Effective
      Date.
      The Trustee shall refund to the Company the annual fee (on a pro rata basis)
      with respect to any period after the liquidation of the Trust Fund. The Company
      shall not be responsible for any other fees or charges of the Trustee except
      as
      set forth in this Section 3(c) and as may be provided in Section 3(b) hereof
      (it
      being expressly understood that the Property shall not be used to make any
      payments to the Trustee under such Sections);

     

    (e)
         That, in the event that the Company consummates a Business
      Combination and the Trust Account is liquidated in accordance with Section
      1(i)
      hereof, an independent party designated by Maxim shall act as the inspector
      of
      election to certify the results of the stockholder vote;

     

    (f)
         That the Officers Certificate referenced in Sections 1(i) and 3(j)
      hereof shall require the Company’s President and Chief Executive Officer to each
      certify the following (wherever applicable): (1) prior to the LOI Termination
      Date (as defined herein), the Company has entered into a bona fide Letter of
      Intent (as defined herein) with a target business; and/or (2) prior to the
      LOI
      Termination Date, the Company has entered into a Business Combination with
      a
      target business, the terms of which are consistent with the requirements set
      forth in the Registration Statement; and/or (3) prior to the Second Termination
      Date (as defined herein), the Company has entered into a Business Combination
      with a target business, the terms of which are consistent with the requirements
      set forth in the Registration Statement; and (4) the Board of Directors (the
      “Board”) pursuant to the unanimous written consent of the Board has approved
      (where applicable): (i) the Letter of Intent; and/or (ii) the Business
      Combination. A copy of such consent and the Letter of Intent and/or the
      definitive agreement relating to the Business Combination so approved shall
      be
      attached as an exhibit to the Officers Certificate;

     

    (g) In
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, to provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and tabulating
      stockholder votes verifying the vote of the Company’s stockholders regarding
      such Business Combination;

     

    (h)
       In
      the
      event the over-allotment option is exercised in full, the Company shall be
      prohibited from receiving distributions of income earned on the Base Deposit
      until after the first $600,000 of income is earned on the Base Deposit (net
      of
      taxes payable), which amount shall be added to the Base Deposit resulting in
      amount of $10.00 for each share represented by certificates held by Public
      Stockholders;

     

    (i)
       Within
      five business days after the Underwriters’ over-allotment option (or any
      unexercised portion thereof) expires or is exercised in full, to provide the
      Trustee notice in writing (with a copy to the Underwriters) of the total amount
      of the Deferred Fee and Deferred Discount; and

     

    (j)
       Intentionally
      left blank.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

     
      (k)  (i)   
      Subject to the limitations and conditions set forth in paragraph (ii)
      of this
      section 3(j) or subject to an affirmative vote or consent of the holders of
      at
      least 95% of the Company’s outstanding ordinary shares to amend the Company’s
      Amended and Restated Memorandum and Articles of Association, as soon as
      practicable after the date 18 months from the date of this Agreement (the “LOI
      Termination Date”) (or 24 months from the date hereof in the event the Company
      has executed a Letter of Intent (defined below) prior to the LOI Termination
      Date but failed to consummate a Business Combination (“Second Termination
      Date”)), instruct the Trustee to commence liquidation of the Trust Account as
      part of the Company’s automatic plan of dissolution and liquidation in
      accordance with the Company’s Amended and Restated Memorandum and Articles of
      Association. The Trustee, upon receiving written instruction from the Company
      and Maxim, shall deliver a notice to Public Stockholders of record as of the
      LOI
      Termination Date or Second Termination Date, whichever the case may be, by
      U.S.
      mail or via the Depository Trust Company (“DTC”), within five days of receiving
      instructions from the Company to do so, notifying the Public Stockholders of
      such event. The Trustee shall deliver to each Public Stockholder its ratable
      share of the Property against satisfactory evidence of delivery of the stock
      certificates by the Public Stockholders to the Company through DTC, its Deposit
      Withdraw Agent Commission (“DWAC”) system or as otherwise presented to the
      Trustee.

     

    (ii)  
      Paragraph (i)
      of this
      Section 3(j) shall be subject to the following conditions and
      limitations:

    


    (x)    
      If the Company has entered into a bona fide, executed letter of intent,
      agreement in principle or engagement letter (a “Letter of Intent”) for a
      Business Combination prior to the LOI Termination Date, then the Company shall
      not be required to send an instruction letter to the Trustee relating to the
      liquidation of the Trust Account until the earlier of a Business Combination
      or
      the Second Termination Date.

     

    (y)    On
      the date on which the Trustee is to begin delivery to each Public Stockholder
      of
      its ratable share of the Property, the Company shall provide written
      instructions to the Trustee to deliver the Property according to the following
      schedule: First,
      to each
      Public Stockholder an amount equal to $10.00 for each share represented by
      certificates delivered by such Public Stockholder to the Company or the Trustee
      as prescribed in Paragraph (i)
      of
      Section 3(j) of this Agreement, and Second,
      to
      deliver to each Public Stockholder the remainder, if any, of its ratable share
      of the Property.

    


    4.
 
      Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)
         Take any action with respect to the Property, other than as
      directed in Sections 1 and 2 hereof and the Trustee shall have no liability
      to
      any party except for liability arising out of its own gross negligence or
      willful misconduct;

     

    (b)
         Institute any proceeding for the collection of any principal and
      income arising from, or institute, appear in or defend any proceeding of any
      kind with respect to, any of the Property unless and until it shall have
      received written instructions from the Company given as provided herein to
      do so
      and the Company shall have advanced or guaranteed to it funds sufficient to
      pay
      any expenses incident thereto;

     

    (c)
         Change the investment of any Property, other than in compliance
      with Section 1(c);

     

    (d)
         Refund any depreciation in principal of any Property;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (e)
         Assume that the authority of any person designated by the Company
      to give instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company shall have delivered a written
      revocation of such authority to the Trustee;

     

    (f)
         The other parties hereto or to anyone else for any action taken or
      omitted by it, or any action suffered by it to be taken or omitted, in good
      faith and in the exercise of its own best judgment, except for its gross
      negligence or willful misconduct. The Trustee may rely conclusively and shall
      be
      protected in acting upon any order, notice, demand, certificate, opinion or
      advice of counsel (including counsel chosen by the Trustee), statement,
      instrument, report or other paper or document (not only as to its due execution
      and the validity and effectiveness of its provisions, but also as to the truth
      and acceptability of any information therein contained) which is believed by
      the
      Trustee, in good faith, to be genuine and to be signed or presented by the
      proper person or persons. The Trustee shall not be bound by any notice or
      demand, or any waiver, modification, termination or rescission of this agreement
      or any of the terms hereof, unless evidenced by a written instrument delivered
      to the Trustee signed by the proper party or parties and, if the duties or
      rights of the Trustee are affected, unless it shall give its prior written
      consent thereto;

      

    (g)
         Verify the correctness of the information set forth in the
      Registration Statement or to confirm or assure that any acquisition made by
      the
      Company or any other action taken by it is as contemplated by the Registration
      Statement; 

     

    (h)
         Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 1(i), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make
      funds available in cash from the Property in the Trust Account an amount
      specified by the Company as owing to the applicable taxing authority, which
      amount shall be paid directly to the Company by electronic funds transfer,
      account debit or other method of payment, and the Company shall forward such
      payment to the taxing authority

     

    (i)    
      Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 1(i), 2(a), 2(b) or 2(c) above.

     

    5.
 
      Certain
      Rights Of Trustee.

     

    (a)
         Before the Trustee acts or refrains from acting, it may require an
      Officers Certificate or opinion of counsel or both. The Trustee shall not be
      liable for any action it takes or omits to take in good faith in reliance on
      such Officers Certificate or opinion of counsel. The Trustee may consult with
      counsel and the advice of such counsel or any opinion of counsel shall be full
      and complete authorization and protection from liability in respect of any
      action taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon.

     

    (b)
         The Trustee may act through its attorneys and agents and shall not
      be responsible for the misconduct or negligence of any agent appointed with
      due
      care.

     

    (c)
         The Trustee shall not be liable for any action it takes or omits to
      take in good faith that it believes to be authorized or within the rights or
      powers conferred upon it by this Agreement.   

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (d)
         The Trustee shall not be responsible for and makes no
      representation as to the validity or adequacy of this Agreement; it shall not
      be
      accountable for the Company’s use of the proceeds from the Trust Account.
      Notwithstanding the effective date of this Agreement or anything to the contrary
      contained in this Agreement, the Trustee shall have no liability or
      responsibility for any act or event relating to this Agreement or the
      transactions related thereto which occurs prior to the date of this Agreement,
      and shall have no contractual obligations to the Beneficiaries until the date
      of
      this Agreement.

     

    6.
        No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, including, without limitation, under Section 3(b), the Trustee
      will pursue such claim solely against the Company and not against the Property
      held in the Trust Account.

    


    7.  
      Termination.
      This
      Agreement shall terminate as follows:

     

    (a)
         If the Trustee gives written notice to the Company that it desires
      to resign under this Agreement, the Company shall use its reasonable efforts
      to
      locate a successor trustee during which time the Trustee shall continue to
      act
      in accordance with the terms of this Agreement. At such time that the Company
      notifies the Trustee that a successor trustee has been appointed by the Company
      and has agreed to become subject to the terms of this Agreement, the Trustee
      shall transfer the management of the Trust Account to the successor trustee,
      including, but not limited to, the transfer of copies of the reports and
      statements relating to the Trust Account, whereupon this Agreement shall
      terminate; provided, however, that, in the event that the Company does not
      locate a successor trustee within ninety days of receipt of the resignation
      notice from the Trustee, the Trustee may, but shall not be obligated to, submit
      an application to have the Property deposited with the United States District
      Court for the Southern District of New York and upon such deposit, the Trustee
      shall be immune from any liability whatsoever that arises due to any actions
      or
      omissions to act by any party after such deposit;

      

    (b)
         At such time that the Trustee has completed the liquidation of the
      Trust Account in accordance with the provisions of Section 1(i) hereof, and
      distributed the Property in accordance with the provisions of the Termination
      Letter, this Agreement shall terminate except with respect to Section 3(b);
      or

     

    (c)
         At such time that the Trustee has completed the liquidation of the
      Trust Account and distributed the Property in accordance with Sections 1(i)
      and
      3(j) hereof, this Agreement shall terminate except with respect to Section
      3(b).

     

    8.
 
      Miscellaneous.

     

    (a)
         The Company and the Trustee each acknowledge that the Trustee will
      follow the security procedures set forth below with respect to funds transferred
      from the Trust Account. The Company and the Trustee will each restrict access
      to
      confidential information relating to such security procedures to authorized
      persons. Each party must notify the other party immediately if it has reason
      to
      believe unauthorized persons may have obtained access to such information,
      or of
      any change in its authorized personnel. The Trustee shall not be liable for
      any
      loss, liability or expense resulting from any error in an account number or
      other identifying number, provided it has accurately transmitted the numbers
      provided.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (b)
         This Agreement shall be governed by and construed and enforced in
      accordance with the laws of New York, without giving effect to conflict of
      laws.
      It may be executed in several counterparts, each one of which shall constitute
      an original, and together shall constitute but one instrument. Facsimile
      signatures shall constitute original signatures for all purposes of this
      Agreement.

     

    (c)
         This Agreement contains the entire agreement and understanding of
      the parties hereto with respect to the subject matter hereof. This Agreement
      or
      any provision hereof may only be changed, amended or modified by a writing
      signed by each of the parties hereto; provided, however, that no such change,
      amendment or modification may be made without the prior written consent of
      Maxim, who, along with each other Underwriter, the parties specifically
      agree, is and shall be a third party beneficiary for purposes of this
      Agreement; and provided further, any amendment to Section 3(j) shall require
      the
      consent of 95% of the Public Stockholders. As to any claim, cross-claim or
      counterclaim in any way relating to this Agreement, each party waives the right
      to trial by jury.

    


    (d)
         The parties hereto consent to the jurisdiction and venue of any
      state or federal court located in the State and County of New York for purposes
      of resolving any disputes hereunder. The parties hereto irrevocably submit
      to
      such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
      any
      objection to such exclusive jurisdiction and accept such venue, and waive any
      objection that such courts represent an inconvenient forum.

     

    (e)
         Any notice, consent or request to be given in connection with any
      of the terms or provisions of this Agreement shall be in writing and shall
      be
      sent by express mail or similar private courier service, by certified mail
      (return receipt requested), by hand delivery or by facsimile
      transmission:

     

    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

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

    Fax
      No.:
      (212) 509-5150

     

    if
      to the
      Company, to:

     

    Asia
      Special Situation Acquisition Corp. 

    P.O.
      Box
      309GT, Ugland House

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    Attn:
      Angela Ho

     

    in
      either
      case with a copy to:

     

    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Clifford A. Teller

    Fax
      No.:
      (212) 895-3783

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    and

     

    Richardson
      & Patel LLP

    405
      Lexington Avenue, 26th
      Floor

    New
      York,
      New York 10174

    Attn:
      Jody R. Samuels, Esq.

    Fax
      No.:
      (212) 907-6687

     

    (f)
         This Agreement may not be assigned by the Trustee without the prior
      written consent of the Company and Maxim.

     

    (g)
         Each of the Trustee and the Company hereby represents that it has
      the full right and power and has been duly authorized to enter into this
      Agreement and to perform its respective obligations as contemplated hereunder.
      The Trustee acknowledges and agrees that it shall not make any claims or proceed
      against the Trust Account, including by way of set-off, and shall not be
      entitled to any funds in the Trust Account under any circumstance.

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY, as Trustee

     

    By:
      /s/
      Frank Di Paolo ______________________

    Name:
      Frank Di Paolo

    Title:
      Chief Financial Officer

     

    ASIA
      SPECIAL SITUATION ACQUISITION CORP. 

     

    By:
      /s/
      Angela Ho___________________________
            

    Name:
      Angela Ho

    Title:
      Chief Executive Officer

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    


     Attn:
      Steven G. Nelson 

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Asia
      Special Situation Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of January 16, 2008 (“Trust
      Agreement”), this is to advise you that the Company has entered into an
      agreement (“Business Agreement”) with __________________ (“Target Business”) to
      consummate a business combination with a Target Business (“Business
      Combination”) on or about [_______]. The Company shall notify you at least 48
      hours in advance of the actual date of the consummation of the Business
      Combination (“Consummation Date”). Capitalized terms used herein and not
      otherwise defined shall have the meanings ascribed to them in the Trust
      Agreement.

     

    In
      accordance with paragraph [___] of the Amended and Restated Memorandum and
      Articles of Association, the Business Combination has been approved by the
      stockholders of the Company and by the Public Stockholders holding a majority
      of
      the IPO Shares cast at the meeting relating to the Business Combination, and
      Public Stockholders holding less than 35% of the IPO Shares have voted against
      the Business Combination and given notice of exercise of their redemption rights
      described in paragraph [___] of the Amended and Restated Memorandum and Articles
      of Association of the Company. Pursuant to Section 2(c) of the Trust Agreement,
      we are providing you with [an affidavit] [a certificate] of __________, which
      verifies the vote of the Company’s stockholders in connection with the Business
      Combination. In accordance with the terms of the Trust Agreement, we hereby
      authorize you to commence liquidation of the Trust Account to the effect that,
      on the Consummation Date, all of funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct in writing on the Consummation Date.

     

    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that the Business Combination has been consummated or will,
      concurrently with your transfer of funds to the accounts as directed by the
      Company, be consummated, and (ii) the Company shall deliver to you written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the counsel’s
      letter and the Instruction Letter in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and be distributed after the
      Consummation Date to the Company or be distributed immediately and the penalty
      incurred. Upon the distribution of all the funds in the Trust Account pursuant
      to the terms hereof, the Trust Agreement shall be terminated.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then, upon receipt of
      written instruction from the Company, the funds held in the Trust Account shall
      be reinvested as provided in the Trust Agreement on the business day immediately
      following the Consummation Date as set forth in the notice. 

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 
	Cc: Maxim Group LLC	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    


     Attn:
      Herb Lemmer, Vice President

     

    Re:
        Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to paragraphs 1(i) and 2(e) of the Investment Management Trust Agreement between
      Asia Special Situation Acquisition Corp. (“Company”) and Continental Stock
      Transfer & Trust Company (“Trustee”), dated as of January 16, 2008 (“Trust
      Agreement”), this is to advise you that the Company has been unable to effect a
      Business Combination with a Target Company within the time frame specified
      in
      the Company’s Memorandum and Articles of Association, as described in the
      Company’s prospectus relating to its IPO.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account. The Company has appointed
      [ ]
      to
      serve as its Designated Paying Agent; accordingly, you will notify the Company
      and the “Designated Paying Agent” in writing as to when all of the funds in the
      Trust Account will be available for immediate transfer (the “Transfer Date”).
      The Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with the Company’s
      instructions. You shall have no obligation to oversee the Designated Paying
      Agent’s distribution of the funds. Upon the payment to the Designated Paying
      Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
      in accordance with the terms thereof.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 
	Cc: Maxim Group LLC	 


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

            	
               

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Company:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Asia
                Special Situation Acquisition Corp. 

              P.O
                Box 309GT, Ugland House

              South
                Church Street

              George
                Town, Grand Cayman

              Cayman
                Islands

              Attn:
                Angela Ho

            	
               

            	
               

               

              (407)
                805-0879

            
	
               

            	
               

            	
               

            
	
              Maxim

              405
                Lexington Avenue

              New
                York, New York 10174

              Attn:
                Clifford A. Teller 

            	
               

            	
               (212)
                895-3500

            
	
               

            	
               

            	
               

            
	
              Trustee:

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Continental
                Stock Transfer

              &
                Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Frank Di Paolo, CFO

            	
               

            	
               (212)
                845-3270

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 3(c) of Investment Management Trust
      Agreement

    between
      Asia Special Situation Acquisition Corp. and 

    Continental
      Stock Transfer & Trust Company

    


    
      	
              Fee
                Item

            	
              Time
                and method of payment 

            	
              Amount

            
	
              Initial
                acceptance fee

            	
              Initial
                closing of IPO by wire transfer 

            	
              $
                1,000.00

            
	
              Annual
                fee

            	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	
              $
                3,000.00

            
	
              Transaction
                processing fee for disbursements to Company under Sections 2(a) and
                2(b)

            	
              Deduction
                by Trustee from disbursement made to Company under Section
                2(b)

            	
              $
                250.00

            


    

     

    
      	 	 	 
	 	Agreed:
	 	 
	 	Asia Special Situation Acquisition
              Corp.
	 
 	 
 	 
 
	Dated:
              January
              16,
              2008	By:  	/s/
              Angela Ho
	 	
              
Angela
              Ho
	 	Chief
              Executive Officer



      	 	 	 
	 	Continental
              Stock
              Transfer & Trust Co.
	 
 	 
 	 
 
	 	By:  	/s/
              Frank Di Paolo
	 	
              

              Authorized
                Officer

            


    

     

    
      
        
        

      

      
        14