AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT

     

    This
Amended and Restated Registration Rights Agreement (this “Agreement”) is made
and entered into as of April 23, 2010 by and among GEROVA Financial Group, Ltd.
(formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempt
company (“GEROVA”); Stillwater
Capital Partners, LLC, a Delaware limited liability company (“SCP LLC”); Stillwater
Capital Partners, Inc., a New York corporation (“SCP Inc.”, and
collectively with SCP LLC, “Stillwater”);
Wimbledon Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon”);
Wimbledon Real Estate Financing Master Fund Ltd., a Cayman Islands exempt
company (“Wimbledon
Real Estate”); Rineon Group, Inc., a Nevada corporation (“Rineon”); NatProv
Holdings Ltd., a British Virgin Islands corporation (“NatProv”); IP Global
LLC, a Delaware limited liability company (“IPG”); Bleecker
Holdings Corp., a Delaware corporation (“Bleecker”); Kingswood
Capital Partners LLC, a Delaware limited liability company (“Kingswood”); and Adam
Levin, an individual (“Levin”).  This
Agreement amends and restates in its entirety the registration rights agreement,
dated as of January 19, 2010 among GEROVA, Stillwater, Wimbledon and Wimbledon
Real Estate (the “Prior
Agreement”).

     

    The
parties hereto hereby agree as follows:

     

    1.            Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Acquisition Agreement.  As used in this Agreement, the
following terms shall have the following meanings:

     

    “Acquisition
Agreement” means, as applicable to a particular GEROVA Shareholder, the
(i) Agreement and Plan of Merger, dated as of December 31, 2009, by and among
GEROVA,  Stillwater AB Fund Merger Co. LP, Stillwater Asset Backed
Fund, LP, Stillwater Asset Backed Fund II, LP, SCP LLC, and SCP Inc., (ii)
Agreement and Plan of Merger, dated as of December 31, 2009, by and among
GEROVA,  Stillwater Real Estate Partners Merger Co. LP, Stillwater
Real Estate Partners LP, SCP LLC, and SCP Inc., (iii) Agreement and Plan of
Merger, dated as of December 31, 2009, by and among
GEROVA,  Stillwater WPB Fund Merger Co. LP, Stillwater WPB Venture
Partners I LP, Stillwater WPB Venture Partners II LP, SCP LLC, and SCP Inc.,
(iv) Agreement and Plan of Merger, dated as of December 31, 2009, by and among
GEROVA,  Stillwater MNF Fund Merger Co. LP, Stillwater Market Neutral
Fund LP, Stillwater Market Neutral Fund II LP, Stillwater Matrix Fund LP, SCP
LLC, and SCP Inc., (v) Asset Purchase Agreement, dated as of December 31, 2009,
by and among GEROVA,  Gerova AB Holdings Ltd., Stillwater Asset Backed
Offshore Fund Ltd., Stillwater Asset Backed Fund SPV, SABF II Onshore SPV, and
SCP Inc., (vi) Asset Purchase Agreement, dated as of December 31, 2009, by and
among GEROVA,  Gerova MN Holdings Ltd., Stillwater Market Neutral Fund
Ltd., and SCP Inc., (vii) Asset Purchase Agreement, dated as of December 31,
2009, by and among GEROVA,  WFM Holdings Ltd., Amalphis Group Inc.,
Allied Provident Insurance Company Ltd.,  Wimbledon Financing Master
Fund Ltd., and Weston Capital Asset Management, LLC, (viii) Asset Purchase
Agreement, dated as of December 31, 2009, by and among GEROVA,  WFM
Holdings Ltd., Amalphis Group Inc., Allied Provident Insurance Company
Ltd.,  Wimbledon Real Estate Financing Master Fund Ltd., and Weston
Capital Asset Management, LLC; and (ix) Share Exchange Agreement, dated as of
December 31, 2009, by and among GEROVA, Amalphis Group, Inc., a British Virgin
Island corporation (“Amalphis”),
Wimbledon, Wimbledon Real Estate, IPG, Bleecker, Kingswood and
Levin.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    “Advice” shall have
the meaning set forth in Section 7(c).

     

    “Articles” means the
Second Amended and Restated Memorandum and Articles of Association of GEROVA
adopted by Special Resolution of the Shareholders on January 19,
2010.

     

    “Articles Amendment”
means the amendments to the Articles including, among other things, to (a) the
definition of “Initial Conversion Date,” and (b) Section 169 through Section
182, inclusive, adopted by Special Resolution of the Holders on April 23,
2010.

     

    “Beneficial Owners”
shall be the beneficial owners of the Preferred Shares and the Registrable
Securities, including all Proposed Transferees of the Registrable
Securities.

     

     “Effectiveness Date”
means, with respect to the initial Registration Statement required to be filed
hereunder, December 31, 2010.

     

    “Effectiveness Period”
shall have the meaning set forth in Section 2(a).

     

    “Event” shall have the
meaning set forth in Section 2(b).

     

    “Event Date” shall
have the meaning set forth in Section 2(b).

     

    “Exchange Act” means
the Securities and Exchange Act of 1934, as amended.

     

    “GEROVA Shareholders”
means each of SCP LLC (on behalf of itself and any Proposed Transferee), SCP
Inc. (on behalf of itself and any Beneficial Owner or other Proposed
Transferee), Stillwater Asset Backed Offshore Fund Ltd., Stillwater Asset Backed
Fund SPV, SABF II Onshore SPV, Stillwater Market Neutral Fund Ltd., Wimbledon,
Wimbledon Real Estate, Rineon, NatProv, IPG, Bleecker, Kingswood, Levin, and any
Beneficial Owner or other Proposed Transferee who receives Registrable
Securities.

     

    “Holder(s)” shall mean
the individual or collective reference (as applicable) to Stillwater, Wimbledon,
Wimbledon Real Estate, Rineon, NatProv, IPG, Bleecker, Kingswood and Levin, in
their capacities as the owners of record of the Preferred Shares and, until the
Registrable Securities Distribution Date, the Registrable
Securities.

     

    “Indemnified Party”
shall have the meaning set forth in Section 5(c).

     

    “Indemnifying Party”
shall have the meaning set forth in Section 5(c).

     

    “Initial Filing Date”
shall mean July 31, 2010.

     

    “Losses” shall have
the meaning set forth in Section 5(a).

     

    “Ordinary Shares”
means the GEROVA ordinary shares, par value of $0.0001 per
share.


    
      
         


      

      
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    “Partial Liquidated
Damages” shall have the meaning set forth in Section 2(b).

     

    “Plan of Distribution”
shall have the meaning set forth in Section 2(a).

     

    “Preferred Shares”
means the GEROVA Series A Fixed Price Mandatory Preferred Shares, par value of
$0.0001 per share, which are issuable in accordance with the provisions of the
Acquisition Agreements and which contain the provisions set forth in the
Articles as amended by the Articles Amendment.

     

    “Proposed
Transferee(s)” shall mean the individual or collective reference to(a)
any and all of the former limited partners of the Stillwater Funds which were
domiciled in Delaware and merged out of existence, and (b) any and all of the
shareholders or members of  the Stillwater Funds or Wimbledon Funds
which are domiciled in the Cayman Islands.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

     

    “Public Offering”
means a firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act and covering the Ordinary
Shares.

     

    “Registrable
Securities” means the collective reference to (a) all of the Ordinary
Shares issued or issuable to the GEROVA Shareholders as of the date hereof and
upon conversion of the Preferred Shares in accordance with the Articles
Amendment, and (b) any Ordinary Shares issuable pursuant to the provisions of
Section 2(b).

     

    “Registrable Securities
Distribution Date” shall mean that date which shall be the latest to
occur of: (i) the audits of the net asset values of the assets of the Stillwater
Funds and the Wimbledon Funds, (ii) the date the Registration Statement is
declared effective by the SEC, or (iii) January 31, 2011, or such other date as
may be approved by the Board of Directors and by written consent of all the
Holders.

     

    “Registration
Statement” means the registration statements required to be filed
hereunder and any additional registration statements contemplated by Section
3(c), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

     

    “Rule 415” means Rule
415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same purpose and effect as such
Rule.


    
      
         


      

      
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    “Rule 424” means Rule
424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same purpose and effect as such
Rule.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Selling Shareholder
Questionnaire” shall have the meaning set forth in Section
3(b).

     

    “Special Resolution”
shall have the meaning set forth in the Articles.

     

    “Stillwater Funds”
shall mean the collective reference to (a) Stillwater Asset Backed Fund, LP, a
Delaware limited partnership, (b) Stillwater Asset Backed Fund II, LP, a
Delaware limited partnership, (c) Stillwater Real Estate Partners, LP, Delaware
limited partnership, (d) Stillwater WPB Venture Partners I LP, a Delaware
limited partnership, (e) Stillwater WPB Venture Partners II LP, a Delaware
limited partnership, (f) Stillwater Market Neutral Fund, LP, a Delaware limited
partnership, (g) Stillwater Market Neutral Fund II, LP, a Delaware limited
partnership, (h) Stillwater Matrix Fund, LP, a Delaware limited partnership, (i)
Stillwater asset Backed Offshore Fund, Ltd., a Cayman Island exempted company,
(j) Stillwater Asset Backed Fund SPV, a Cayman Island exempted company, (k) SABF
II Onshore SPV, a Cayman Island exempted company; and (l) Stillwater Market
Neutral Fund Ltd., a Cayman Island exempted company.

     

    “Trading Day” shall
mean any day other than a Saturday, Sunday or a day on which banks in New York
City or the New York Stock Exchange are authorized or obligated by applicable
law or executive order to close or are otherwise generally closed.

     

    “Wimbledon Funds”
shall mean the collective reference to Wimbledon and Wimbledon Real
Estate.

     

    2.            Registration
Requirements.

     

    (a)           GEROVA
shall prepare and file with the United States Securities and Exchange Commission
(the “SEC”) a
“Shelf” Registration Statement covering the resale of the Registrable Securities
for an offering to be made on a continuous basis pursuant to Rule 415 as
promptly as possible after the date hereof but in any event on or before the
Initial Filing Date.  The Registration Statement shall be on Form F-1
or F-3 (or such other form as may be appropriate in accordance herewith and with
the Securities Act) and (i) shall comply in all material respects with the
requirements of the applicable form and include (or incorporate by reference
herein) all financial statements required by the SEC to be filed herewith and
(ii) shall contain (unless otherwise directed by the GEROVA Shareholders)
substantially the “Plan of Distribution” attached hereto as Annex A.  Subject to
the terms of this Agreement, GEROVA shall use its best efforts to (i) cause a
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, but in any event prior to the
Effectiveness Date, and (ii) to keep such Registration Statement continuously
effective under the Securities Act until all Registrable Securities covered by
such Registration Statement have been sold (the “Effectiveness
Period”). GEROVA shall telephonically confirm with the SEC effectiveness
of a Registration Statement as of 4:00 pm Eastern time on a Trading Day prior to
the Effectiveness Date.  GEROVA shall immediately notify the GEROVA
Shareholders via an Interim Report on Form 6-K and facsimile of the
effectiveness of a Registration Statement on the same Trading Day that GEROVA
telephonically confirms effectiveness with the SEC, which shall be the date
requested for effectiveness of a Registration Statement.  GEROVA shall
file, by 9:30 a.m. Eastern time on the second Trading Day following the date on
which the initial Registration Statement filed by GEROVA pursuant to this
Agreement is first declared effective by the SEC, a final Prospectus with the
SEC as required by Rule 424.  Failure to so notify the GEROVA
Shareholders within two Trading Days of such notification of effectiveness or
failure to file a final Prospectus as aforesaid shall be deemed an Event under
Section 2(b).


    
      
         


      

      
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    (b)           If
(i) GEROVA files a Registration Statement without affording the GEROVA
Shareholders the opportunity to review and comment on the same as required by
Section 3(a) herein; (ii) a Registration Statement filed or required to be filed
hereunder is not declared effective by the SEC by the Effectiveness Date, or
(iii) after the Effectiveness Date, a Registration Statement ceases for any
reason to remain continuously effective as to all Registrable Securities for
which it is required to be effective, or the GEROVA Shareholders are otherwise
not permitted to utilize the Prospectus therein to resell such Registrable
Securities for more than 45 consecutive calendar days or more than an aggregate
of 90 calendar days during any 12-month period (which need not be consecutive
calendar days) (any such failure or breach being referred to as an “Event”, and for
purposes of clause (i) or (ii) the date on which such Event occurs, or for
purposes of clause (iii) the date on which such 45 or 90 calendar day period, as
applicable, is exceeded being referred to as the “Event Date”), then in
addition to any other rights the GEROVA Shareholders may have hereunder or under
applicable law, on each such Event Date and on each monthly anniversary of each
such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, GEROVA shall pay to the GEROVA Shareholders
partial liquidated damages (the “Partial Liquidated
Damages”) by delivering to the GEROVA Shareholders a number of Ordinary
Shares equal to 1.0% of the quotient obtained by dividing (x) the number of
Registrable Securities that are not then registered for resale pursuant to an
effective Registration Statement by (y) the greater of the closing price of
GEROVA ’s Ordinary Shares as traded on the NYSE Amex (or such other exchange or
interdealer quotation system the Ordinary Shares are then primarily traded or
quoted, as the case may be) on the date of such payment or $6.00 or such other
Conversion Price then in effect).  The parties agree that the maximum
aggregate liquidated damages payable to the GEROVA Shareholders under this
Agreement shall be 10.0% of the Estimated NAV (as defined in the applicable
Acquisition Agreement).  The Partial Liquidated Damages pursuant to
the terms hereof shall apply on a pro rata basis for any portion of a month
prior to the cure of an Event.

     

    3.            Registration
Procedures.

     

    In
connection with GEROVA’s obligations with respect to the registration of the
Registrable Securities hereunder, GEROVA shall:


    
      
         


      

      
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    (a)           Not
less than five Trading Days prior to the filing of the Registration Statement
and the filing of any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated or deemed to be incorporated
therein by reference), (i) furnish to the GEROVA Shareholders copies of all such
documents proposed to be filed, which documents will be subject to the review of
the GEROVA Shareholders, (ii) cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of counsel to the GEROVA Shareholders to
conduct a reasonable investigation within the meaning of the Securities Act and
(iii) duly consider and include (if not contrary to applicable law) in the
Registration Statement any comments made by any GEROVA Shareholders and received
by GEROVA not later than four (4) Trading Days after such GEROVA Shareholders
has been furnished with the aforesaid documents.

     

    (b)           Not
file a Registration Statement or any such Prospectus or any amendments or
supplements thereto to which any of the GEROVA Shareholders shall reasonably
object, provided that, GEROVA is notified of such objection in writing no later
than four (4) Trading Days after such objecting GEROVA Shareholders have been
furnished copies of the Registration Statement or any related Prospectus or
amendment or supplement thereto.  The GEROVA Shareholders agree to
each furnish to GEROVA a completed Questionnaire in the form attached to this
Agreement as Annex B (a
“Selling Shareholder
Questionnaire”) not less than two Trading Days prior to the Filing Date
or by the end of the fourth Trading Day following the date on which the GEROVA
Shareholders receive draft materials in accordance with this
Section.

     

    (c)           (i)
prepare and file with the SEC such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and to prepare and file with the SEC such additional Registration
Statements in order to register for resale under the Securities Act all of the
Registrable Securities; (ii) amend or supplement the related Prospectus by any
required Prospectus supplement (subject to the terms of this Agreement), and as
so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the SEC with
respect to a Registration Statement or any amendment thereto and as promptly as
reasonably possible and provide the GEROVA Shareholders true and complete copies
of all correspondence from and to the SEC relating to a Registration; and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance
(subject to the terms of this Agreement) with the intended methods of
disposition by the GEROVA Shareholders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so
supplemented.


    
      
         


      

      
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    (d)           Notify
the GEROVA Shareholders (which notice shall, pursuant to clauses (iii) through
(vi) of this Section 3(d), shall also be accompanied by an instruction to
suspend the use of the Prospectus until the requisite changes have been made) as
promptly as possible (and, in the case of (i)(A) below, not less than one
Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Trading Day following the day: (i)(A)
when a Prospectus or any Prospectus supplement or post-effective amendment to a
Registration Statement is proposed to be filed; (B) when the SEC notifies GEROVA
whether there will be a “review” of such Registration Statement and whenever the
SEC comments in writing on such Registration Statement; and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information; (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the
Registrable Securities or the initiation of any proceedings for that purpose;
(iv) of the receipt by GEROVA of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose; (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration
Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that
requires any revisions to a Registration Statement, Prospectus or other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; and (vi) the occurrence or existence of any pending
corporate development with respect to GEROVA (including its subsidiaries) that
GEROVA believes may be material and that, in the determination of
GEROVA,  would make it materially detrimental to GEROVA to maintain
the Registration Statement or Prospectus at such time; provided that in no
event shall this right be exercised to suspend the Registration Statement or
Prospectus beyond the period during which (in the good faith determination of
GEROVA ’s Board of Directors) the failure to require such suspension would be
materially detrimental to GEROVA,  and provided,
further that any and all of such information shall remain confidential to
the GEROVA Shareholders until such information otherwise becomes public, unless
disclosure by the GEROVA Shareholders is required by law; provided, further,
that notwithstanding the GEROVA Shareholders’ agreement to keep such information
confidential, the GEROVA Shareholders makes no acknowledgement that any such
information is material or non-public information; or (vii) if at any time any
of the representations and warranties of GEROVA contained in any agreement
contemplated hereby ceases to be true and correct in all material
respects;

     

    (e)           Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
of (i) any order suspending the effectiveness of a Registration Statement, or
(ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest
practicable moment.

     

    (f)           If
requested by any of the GEROVA Shareholders, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment to the Registration Statement
such information as GEROVA reasonably agrees should be included therein and (ii)
make all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after GEROVA has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment.

     

    (g)           Furnish
to the GEROVA Shareholders, without charge, at least one conformed copy of such
Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by any of the GEROVA
Shareholders, and all exhibits to the extent requested by any of the GEROVA
Shareholders (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the SEC.


    
      
         


      

      
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    (h)           Promptly
deliver to the GEROVA Shareholders, without charge, as many copies of the
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably
request.

     

    (i)           Subject
to the terms of this Agreement, GEROVA, on behalf of itself, its successors and
assigns, hereby consents to the use of such Prospectus and each amendment or
supplement thereto by the GEROVA Shareholders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant
to clauses (iii) through (vi) of Section 3(d).

     

    (j)           Effect
a filing with respect to the public offering contemplated by the Registration
Statement (an “Issuer
Filing”) with the Financial Industry Regulatory Authority (“FINRA”) pursuant to
applicable FINRA Rules (including, without limitation FINRA Rule 5110) within
one Trading Day of the date that the Registration Statement is first filed with
the SEC and pay the filing fee required for such Issuer
Filing.  GEROVA shall use its best efforts to pursue the Issuer Filing
until FINRA issues a letter confirming that it does not object to the terms of
the offering contemplated by the Registration Statement.

     

    (k)           Prior
to any resale of Registrable Securities by any of the GEROVA Shareholders, use
its best efforts to register or qualify or cooperate with such GEROVA
Shareholders in connection with the registration or qualification (or exemption
from the Registration or qualification) of such Registrable Securities for the
resale by such GEROVA Shareholders under the securities or Blue Sky laws of such
jurisdictions within the United States as such GEROVA Shareholders reasonably
requests in writing, to keep each registration or qualification (or exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by each Registration
Statement; provided, that GEROVA shall not be required to (i) qualify generally
to do business in any jurisdiction where it is not then so qualified, (ii) take
any action that would subject GEROVA to any material tax in any such
jurisdiction where it is not then so subject or (iii) file a general consent to
service of process in any such jurisdiction.

     

    (l)           If
requested by any of the GEROVA Shareholders, cooperate with such GEROVA
Shareholders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to
a Registration Statement, which certificates shall be free, to the extent
permitted by the Securities Act and the Acquisition Agreement, of all
restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as such GEROVA Shareholders may
request.


    
      
         


      

      
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    (m)           Upon
the occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to a Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  If GEROVA notifies the GEROVA Shareholders in accordance
with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
the GEROVA Shareholders shall suspend use of such Prospectus.  GEROVA
will use its best efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable thereafter.  GEROVA shall be
entitled to exercise its right under this Section 3(m) to suspend the
availability of a Registration Statement and Prospectus, subject to the payment
of Partial Liquidated Damages pursuant to Section 2(b) and the other terms of
this Agreement.

     

    (n)           Comply
with all applicable rules and regulations of the SEC.

     

    (o)           Use
its best efforts to cause all Registrable Securities relating to the
Registration Statement, to continued to be quoted or listed on a securities
exchange, quotation system or market on which similar securities issued by
GEROVA are then listed or traded, if any, GEROVA shall pay all fees and expenses
in connection with satisfying its obligations under this Section
3(o).

     

    (p)           GEROVA
may require the GEROVA Shareholders to furnish to GEROVA a statement as to the
number of Ordinary Shares beneficially owned by the GEROVA Shareholders and, if
required by the SEC, the persons or entities thereof that have voting and
dispositive control over the shares.  During any periods that GEROVA
is unable to meet its obligations hereunder with respect to the registration of
the Registrable Securities solely because any of the GEROVA Shareholders fails
to furnish such information within five Trading Days of GEROVA ’s request, any
liquidated damages that are accruing at such time shall be tolled and any Event
that may otherwise occur solely because of such delay shall be suspended until
such information is delivered to GEROVA .

     

    4.           Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by GEROVA,  except as and to the
extent specified in this Section 4, shall be borne by GEROVA whether or not the
Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any  securities exchange or market on which
Registrable Securities are required hereunder to be listed, if any (B) with
respect to filings required to be made with FINRA (including, without
limitation, pursuant to FINRA Rule 5110) and (C) in compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel for the GEROVA Shareholders in connection with Blue Sky
qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as any of the GEROVA Shareholders may designate)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is requested by the GEROVA Shareholders), (iii) messenger,
telephone and delivery expenses, (iv) Securities Act liability insurance, if
GEROVA so desires such insurance, (v) fees and expenses of all other Persons
retained by GEROVA in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, GEROVA ’s
independent public accountants (including the expenses of any comfort letters or
costs associated with the delivery by independent public accountants of a
comfort letter or comfort letters), and (vi) reasonable and documented fees and
expenses of one counsel for Stillwater (on behalf of their GEROVA Shareholders)
and one counsel for Wimbledon and Wimbledon Real Estate with respect to the
matters described herein.  In addition, GEROVA shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), and the expense of any annual audit.  GEROVA shall
not be responsible for any discounts, commissions, transfer taxes or other
similar fees incurred by the GEROVA Shareholders or its other shareholders in
connection with the sale of the Registrable Securities or for any legal expenses
incurred by the GEROVA Shareholders in connection with the filing and review of
the Registration Statement in excess of those incurred pursuant to clause (vi)
above.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    5.            Indemnification.

     

    (a)           Indemnification by GEROVA
.  GEROVA shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless the GEROVA Shareholders, the officers,
directors, members, stockholders, partners, agents, brokers (including brokers
who offer and sell Registrable Securities as principal as a result of a pledge
or any failure to perform under a margin call of Ordinary Shares), investment
managers and advisors, legal counsel and employees (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a
lack of such title or any other title) of each of them, each Person who controls
the GEROVA Shareholders (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, members,
stockholders, affiliates, partners, agents and employees (and any other Persons
with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each such
controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees and expenses) and expenses
(collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in or incorporated by reference in a
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, or (2) any violation
or alleged violation by GEROVA of the Securities Act, Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, provided, GEROVA
shall not be liable to an Indemnified Party in any such case and to the extent
that any such losses arise out of or are based on (i) untrue statements or
omissions are based solely upon information regarding such GEROVA Shareholder
furnished in writing to GEROVA by such GEROVA Shareholder expressly for use
therein, or to the extent that such information relates to such GEROVA
Shareholder or the GEROVA Shareholder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by the
GEROVA Shareholder expressly for use in a Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that the GEROVA Shareholders have approved Annex A hereto
for this purpose) or (ii) an event of the type specified in Section
3(d)(iii)-(vi), the use by such GEROVA Shareholder of an outdated or defective
Prospectus after GEROVA has notified such GEROVA Shareholder in writing that the
Prospectus is outdated or defective and prior to the receipt by such GEROVA
Shareholder of the Advice contemplated in Section 7(c).  GEROVA shall
notify all GEROVA Shareholders promptly of the institution, threat or assertion
of any proceeding arising from or in connection with the transactions
contemplated by this Agreement of which GEROVA is aware.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (b)           Indemnification by the
GEROVA Shareholders.  The GEROVA Shareholders shall indemnify
and hold harmless GEROVA,  and each of its directors, officers,
affiliates, agents and employees, each Person who controls GEROVA (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, affiliates, agents or employees of such controlling
Persons (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising out of or based solely upon: (x) the failure by
any of the GEROVA Shareholders to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or
any form of prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading (i) to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so
furnished in writing by any of the GEROVA Shareholders to GEROVA specifically
for inclusion in such Registration Statement or such Prospectus or (ii) to the
extent that such information relates to the GEROVA Shareholders’ proposed method
of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such GEROVA Shareholders expressly for use in a
Registration Statement (it being understood that the GEROVA Shareholders have
approved Annex A hereto for this purpose), such Prospectus or such form of
Prospectus or in any amendment or supplement thereto or (iii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use
by any of the GEROVA Shareholders of an outdated or defective Prospectus after
GEROVA has notified such GEROVA Shareholders in writing that the Prospectus is
outdated or defective and prior to the receipt by such GEROVA Shareholders of
the Advice contemplated in Section 7(c).  In no event shall the
liability of such GEROVA Shareholders hereunder be greater in amount than the
dollar amount of the net proceeds received by such GEROVA Shareholders upon the
sale of the Registrable Securities giving rise to such indemnification
obligation.

     

    (c)           Conduct of Indemnification
Proceedings.  If any proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this
Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have prejudiced the
Indemnifying Party.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    An
Indemnified Party shall have the right to employ separate counsel in any such
proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such proceeding; or (3) the named parties to any such
proceeding (including any impleaded parties) include both such Indemnified Party
and the Indemnifying Party, and counsel to the Indemnified Party shall
reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and the reasonable fees and expenses of no more than one
separate counsel shall be at the expense of the Indemnifying
Party).  The Indemnifying Party shall not be liable for any settlement
of any proceeding effected without its written consent, which consent shall not
be unreasonably withheld or delayed.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such proceeding.

     

    Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Trading Days of written notice thereof to the
Indemnifying Party; provided,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for
that portion of such fees and expenses applicable to such actions for which such
Indemnified Party is judicially determined to be not entitled to indemnification
hereunder.

     

    (d)           Contribution.  If
the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then
each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations.  The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of a
material fact, has been taken or made by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses
incurred by such party in connection with any proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), the
GEROVA Shareholders shall not be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by
such GEROVA Shareholders from the sale of the Registrable Securities subject to
the proceeding exceeds the amount of any damages that such GEROVA Shareholder
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, except in the case of fraud by such
GEROVA Shareholders.

     

    The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

     

    6.            Rule 144

     

    With a
view to making available to the GEROVA Shareholders the benefits of Rule 144 and
any other rule or regulation of the SEC that may at any time permit GEROVA
Shareholders to sell the Registrable Securities to the public without
registration, as long as the GEROVA Shareholders own Registrable Securities,
GEROVA covenants to timely file (or obtain extensions in respect thereof and
file within any applicable grace period) all reports required to be filed by
GEROVA with the SEC as a foreign private issuer or otherwise, as
applicable.  As long as the GEROVA Shareholders own Ordinary Shares,
if GEROVA is not required to file reports under the Exchange Act, it will
prepare and furnish to the GEROVA Shareholders and make publicly available in
accordance with Rule 144(c) promulgated under the Securities Act annual and
quarterly financial statements, together with a discussion and analysis of such
financial statements in form and substance substantially similar to those that
would otherwise be required to be included in reports required to be filed by
foreign private issuers or otherwise, as applicable under the Exchange Act, as
well as any other information required thereby, in the time period that such
filings would have been required to have been made under the Exchange
Act.  GEROVA further covenants that it will take such further action
as any of the GEROVA Shareholders may reasonably request, all to the extent
reasonably required from time to time to enable the GEROVA Shareholders to sell
Ordinary Shares without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including providing any legal opinions relating to such sale
pursuant to Rule 144.  Upon the request of any of the GEROVA
Shareholders, GEROVA shall deliver to such GEROVA Shareholders a written
certification of a duly authorized officer as to whether it has complied with
such requirements.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    7.           Covenants of the
Holders.  By their execution of this Agreement, each of the
Holders do hereby severally (not jointly and severally) covenant and agree with
GEROVA, as follows:

     

    (a)           Consent to Articles
Amendment.   Each Holder does hereby consent to the
Articles Amendment and has executed and delivered the Special
Resolution.

     

    (b)           Restriction on
Transferability of Preferred Shares and Registrable Securitas. Each Holder covenants
and agrees that, until the Registrable Securities Distribution Date, he or it
will not transfer, assign or otherwise distribute any of the Preferred Shares or
any of the Registrable Securities to any Beneficial Owner or other Proposed
Transferee.

     

    (c)           Voting of Preferred Shares
and Registrable Securities.In the event that any matter approved by the
Board of Directors of the Company shall require the approval, consent or
ratification by the holders of voting Preferred Shares or Ordinary Shares of the
Company, each Holder covenants and agrees that, until the Registrable Securities
Distribution Date, he or it will vote all Preferred Shares and Registrable
Securities owned of record by such Holder it shall vote in favor
of all such matters presented for approval or consent that are recommended by
the Board of Directors of the Company to the Holders and the other shareholders
of the Company for approval and adoption.

     

    (d)           Distribution of Registrable
Shares.  Pending the completion of the audits of the net asset
values of the assets of the Stillwater Funds and the Wimbledon Funds, all of the
Registrable Securities shall be held in escrow by the Company or its legal
counsel.  In the event and to the extent that, as provided in the
relevant Acquisition Agreement(s), such audits shall result in an adjustment to
the number of such Registrable Securities, the stock certificates evidencing the
relevant Registrable Securities shall be returned to the Company’s transfer
agent for cancellation and new Company stock certificates evidencing the
adjusted number of such Registrable Securities shall be reissued in the names of
the Beneficial Owners.  By their execution of this Agreement, each of
the applicable Holders do hereby authorize the Company, and do hereby appoint
the President or Chief Financial Officer of the Company as their respective
agent and attorney-in-fact, to execute and deliver to the Company’s transfer
agent all stock powers and related instructions to effect the foregoing
cancellation and reissuance of the Registrable Securities. As soon as shall be
reasonably practicable, following the applicable Registrable Securities
Distribution Date, the applicable Holders shall cause the Registrable Securities
to be distributed to the applicable Beneficial Owners.  In such
connection, GEROVA shall cooperate with such Holders in effecting such
distributions.

     

    8.            Miscellaneous.

     

    (a)           Remedies.  In
the event of a breach by GEROVA or by any of the GEROVA Shareholders of any of
their respective obligations under this Agreement, the GEROVA Shareholders or
GEROVA, as the case may be, in addition to being entitled to exercise all rights
granted by law and under this Agreement, including recovery of damages, will be
entitled to specific performance of their rights under this
Agreement.  GEROVA and the GEROVA Shareholders agree that monetary
damages would not provide adequate compensation for any losses incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in
respect of such breach, it shall not assert or shall waive the defense that a
remedy at law would be adequate.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (b)           Compliance.  The
GEROVA Shareholders covenant and agree that they will comply with the prospectus
delivery requirements of the Securities Act as applicable to them in connection
with sales of Registrable Securities pursuant to a Registration
Statement.

     

    (c)           Discontinued
Disposition.  The GEROVA Shareholders agree by its acquisition
of Registrable Securities that, upon receipt of a notice from GEROVA of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi),
the GEROVA Shareholders will forthwith discontinue disposition of such
Registrable Securities under a Registration Statement until they are advised in
writing (the “Advice”) by GEROVA
that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed.  GEROVA will use its best efforts to ensure
that the use of the Prospectus may be resumed as promptly as is
practicable.  GEROVA agrees and acknowledges that any periods during
which the GEROVA Shareholders are required to discontinue the disposition of the
Registrable Securities hereunder shall be subject to the provisions of Section
2(b).

     

    (d)           Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by GEROVA and the GEROVA
Shareholders.

     

    (e)           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be delivered as set forth in the Acquisition
Agreement.  Any notice or other deliverable to an GEROVA Shareholder
pursuant to the terms hereof shall concurrently be delivered to each other
GEROVA Shareholder.

     

    (f)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns, to the extent permitted by this
Agreement, of each of the parties and shall inure to the benefit of the GEROVA
Shareholders.  GEROVA may not assign (except by merger) its rights or
obligations hereunder without the prior written consent of the GEROVA
Shareholders.  The rights of the GEROVA Shareholders hereunder shall
be assignable without the consent of GEROVA.

     

    (g)           No Inconsistent
Agreements.  Neither GEROVA nor any of its Subsidiaries has
entered into, as of the date hereof, nor shall GEROVA or any of its
Subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities that would have the effect of impairing the
rights granted to the GEROVA Shareholders in this Agreement or that otherwise
conflicts with the provisions hereof.  Neither GEROVA nor any of its
subsidiaries has previously entered into any agreement granting any registration
rights with respect to any of its securities to any Person that have not been
satisfied in full, nor shall GEROVA file any registration statement with respect
to the sale of any of its equity securities prior to the effectiveness of the
Registration Statement referenced in Section 2.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (h)           Execution and
Counterparts.  This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart.  In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.

     

    (i)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Acquisition Agreement.

     

    (j)      
     Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.

     

    (k)           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    (l)            Headings.  The
headings in this Agreement are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    (m)          Third Party
Beneficiaries.  Except as set forth herein, this Agreement
shall not confer any rights or remedies upon any person other than the parties
hereto and their respective successors and permitted assigns.

     

    **********************


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.


     

    
      
        
          
            
              
                
                  	 
      	
                          GEROVA
      FINANCIAL GROUP, LTD. (f/k/a/ ASIA

                          SPECIAL
      SITUATION ACQUISITION CORP.)

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                               
      

                        
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          STILLWATER
      CAPITAL PARTNERS, LLC

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                              
      

                        
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          STILLWATER
      CAPITAL PARTNERS, INC.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                             
      

                        
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          STILLWATER
      ASSET BACKED OFFSHORE

                          FUND
      LTD.

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                               
      

                        
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      
	 
      	
                          STILLWATER
      ASSET BACKED FUND SPV

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                               
      

                        
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      

    

    


     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      SABF
      II ONSHORE SPV

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                           
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      	 
      
	 
      	
                                      STILLWATER
      MARKET NEUTRAL FUND LTD.

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                            
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      	 
      
	 
      	
                                      WIMBLEDON
      FINANCING MASTER FUND

                                      LTD.

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                           
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      	 
      
	 
      	
                                      WIMBLEDON
      REAL ESTATE FINANCING

                                      MASTER
      FUND LTD.

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                          
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title:

                                    
	 
      	 
      	 
      
	 
      	
                                      RINEON
      GROUP, INC.

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                           
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title

                                    
	 
      	 
      	 
      
	 
      	
                                      NATPROV
      HOLDINGS LTD.

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                          
      

                                    
	 
      	 
      	
                                      Name:

                                    
	 
      	 
      	
                                      Title

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                IP
      GLOBAL LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                    
      

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title

              
	 
      	 
      	 
      
	 
      	
                BLEECKER
      HOLDINGS CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                     
      

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title

              
	 
      	 
      	 
      
	 
      	
                KINGSWOOD
      CAPITAL PARTNERS LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                     
      

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title

              
	 
      	 
      	 
      
	 
      	
                       
      

              
	 
      	 
      	
                ADAM
      LEVIN

              


      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ANNEX
A

     

    Plan of
Distribution

     

    The
GEROVA Shareholders and/or any of their shareholders, pledgees, assignees and
successors-in-interest (the “Selling
Stockholders”) may, from time to time, sell any or all of their Ordinary
Shares on the NYSE Amex Exchange or any other stock exchange, market or trading
facility on which the shares are traded or in private
transactions.  These sales may be at fixed or negotiated
prices.  The Selling Stockholders may use any one or more of the
following methods when selling shares:

     

    
      	
               
      

            	
              •

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

     

    
      	
               
      

            	
              •

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

     

    
      	
               
      

            	
              •

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

     

    
      	
               
      

            	
              •

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

     

    
      	
               
      

            	
              •

            	
              privately
      negotiated transactions;

            


    

     

    
      	
               
      

            	
              •

            	
              settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

            


    

     

    
      	
            	
              • 

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specifiednumber
      of such shares at a stipulated price per
share;

            


    

     

    
      	
               
      

            	
              •

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

     

    
      	
               
      

            	
              •

            	
              through
      underwriters;

            


    

     

    
      	
               
      

            	
              •

            	
              a
      combination of any such methods of sale;
or

            


    

     

    
      	
               
      

            	
              •

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with applicable FINRA rules (including FINRA rules applicable in the
case of a principal transaction a markup or markdown).


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    The
Selling Stockholders may from time to time pledge or grant a security interest
in some or all of the Ordinary Shares owned by it and, if it defaults in the
performance of its secured obligations, the pledgees or secured parties may
offer and sell the Ordinary Shares from time to time under this prospectus, or
under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of Selling Stockholders to
include the pledgee, transferee or other successors in interest as Selling
Stockholders under this prospectus, upon notification in writing to GEROVA by a
Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of Ordinary Shares through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a
broker or dealer, a supplement to this prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of
each such Selling Stockholder and of the participating broker-dealer(s), (ii)
the number of Ordinary Shares involved, (iii) the price at which such Ordinary
Shares were sold, (iv) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did
not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus and (vi) other facts material to the
transaction.  In addition, upon our notification in writing by a
Selling Stockholder that a donee or pledgee intends to sell more than 500
Ordinary Shares, a supplement to this prospectus will be filed if then required
in accordance with applicable securities law.

     

     The
Selling Stockholders also may transfer Ordinary Shares in other circumstances,
in which case the transferees, pledgees or other successors in interest will be
the selling beneficial owners for purposes of this prospectus.

     

    In
connection with the sale of Ordinary Shares or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of Ordinary
Shares in the course of hedging the positions they assume.  The
Selling Stockholders may also sell Ordinary Shares short and deliver these
securities to close out their short positions, or loan or pledge Ordinary Shares
to broker-dealers that in turn may sell these securities.  The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling
Stockholder has informed GEROVA that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute Ordinary Shares.  In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed
eight percent (8%).


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    GEROVA is
required to pay certain fees and expenses incurred by them incident to the
registration of the shares.  GEROVA has agreed to indemnify the
Selling Stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.

     

    Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act, including Rule 172 thereunder.  In addition,
any securities covered by this prospectus which qualifies for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus.  There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.

     

    We agreed
to keep this prospectus effective until all of the shares have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect.  The resale shares will be sold only through
registered or licensed brokers or dealers if required under applicable state
securities laws.  In addition, in certain states, the resale shares
may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

     

    Under
applicable rules and regulations under the Securities Exchange Act of 1934, any
person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the Ordinary Shares for the
applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution.  In addition, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of Ordinary Shares by the Selling Stockholders
or any other person.  We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale
(including by compliance with Rule 172 under the Securities Act).

     

    To the
extent required, this prospectus may be amended or supplemented from time to
time to describe a specific plan of distribution.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Annex
B

     

    ASIA
SPECIAL SITUATION ACQUISITION CORP.


     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of Ordinary Shares (the “Registrable
Securities”) of Asia Special Situation Acquisition Corp., a Cayman
Islands corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “SEC”) a registration
statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed.  A copy of the
Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

     

    Each
beneficial owner of Registrable Securities is entitled to the benefits of the
Registration Rights Agreement.  In order to sell or otherwise dispose
of any Registrable Securities pursuant to the Registration Statement, a
beneficial owner of Registrable Securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of Registrable Securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification provisions, as described
therein).  Beneficial owners that do not complete this Selling
Securityholder Notice and Questionnaire and deliver it to the Company as
provided below will not be named as selling securityholders in the prospectus
and, therefore, will not be permitted to sell any Registrable Securities
pursuant to the Registration Statement.  Beneficial owners are
encouraged to complete and deliver this Selling Securityholder Notice and
Questionnaire prior to the effectiveness of the Registration Statement so that
such beneficial owners may be named as Selling Securityholders in the related
prospectus at the time of effectiveness.  The Company has agreed to
pay additional amounts pursuant to the Registration Rights Agreement under
certain circumstances as set forth therein.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Registration Statement and
the related prospectus.

     

    NOTICE

     

    The
undersigned beneficial owner (the “Selling Securityholder”) of Registrable
Securities hereby elects to include the Registrable Securities owned by it in
the Registration Statement and hereby gives notice to the Company of its
intention to sell or otherwise dispose of Registrable Securities beneficially
owned by it pursuant to the Registration Statement.  The undersigned,
by signing and returning this Selling Securityholder Notice and Questionnaire,
understands that it will be bound by the terms and conditions of this Selling
Securityholder Notice and Questionnaire and the Registration Rights
Agreement.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company and the Company’s directors and officers and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act of 1934, as amended (the
“Exchange Act”), from and against certain losses arising in connection with
statements concerning the undersigned made in the Registration Statement or the
related prospectus in reliance upon the information provided in this Selling
Securityholder Notice and Questionnaire.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1.           Name.

     

    
      
        	
                 
      

              	
                (a)

              	
                Full
      Legal Name of Selling Securityholder

              
	 	 	 
	 	 	 


      

    

     

    
      
        	
                 
      

              	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above) through
      which Registrable Securities are held:

              
	 	 	 
	 	 	 


      

    

     

    
      	
               
      

            	
              (c)

            	
              Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by the
questionnaire):

            


    

     

    2.           Address
for Notices to Selling Securityholder:

     

    
      
        

      

    

     

    
      

    

     

    
      

    

     

    Telephone:  _____________________________________________________________________

     

    Fax:  __________________________________________________________________________

     

    Contact
Person:  _________________________________________________________________

     

    3.           Broker-Dealer
Status:

     

    
      	
               
      

            	
              (a)

            	
              Are
      you a broker-dealer?

            


    

     

    Yes  ̈                      No
 ̈

     

    
      	
               
      

            	
              (b)

            	
              if
      “yes” to Section 3(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company.

            


    

     

    Yes  ̈                      No  ̈


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    Note:  If
no, the SEC’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.

     

    
      	
               
      

            	
              (c)

            	
              Are
      you an affiliate of a
broker-dealer?

            


    

     

    Yes  ̈                      No  ̈

     

    
      	
               
      

            	
              (d)

            	
              If
      you are an affiliate of a broker-dealer, do you certify that you bought
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

            


    

     

    Yes  ̈                      No  ̈

     

    Note:  If
no, the SEC’s staff has indicated that you should be identified as an
underwriter in the Registration Statement.

     

    4.        
   Beneficial Ownership of Other Securities of the Company Owned
by the SellingSecurityholder.

     

    Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the Subscription Agreement.

     

    
      
        	
                 
      

              	
                (a)

              	
                Type
      and Amount of other securities beneficially owned by the Selling
      Securityholder:

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

     

    5.  
         Relationships with the
Company:

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    
      	
               
      

            	
               

            	
              

                State
      any exceptions here:

              

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    
 

    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      	
              6. 

            	
              Except as set forth
      below, the undersigned intends to distribute the Registrable Securities in
      accordance with Annex A of the Registration Rights
    Agreement.

            


    

     

    
      	
               
      

            	
               

            	
              

                State
      any exceptions here:

              

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

      

    The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any
amendments or supplements thereto.  The undersigned understands that
such information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    Dated: __________________________                                     Beneficial
Owner: ____________________________

     

    
      
        
          	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
THE ORIGINAL BY OVERNIGHT MAIL, TO:

     

    Stephen
A. Weiss, Esq.

    Hodgson
Russ LLP

    1540
Broadway, 24th
Floor

    Tel:
(212) 751-4300

    Fax:
(212) 751-0928


    
      
         


      

      
        27