EXHIBIT
4.1

    AMENDMENT
NO. 1 TO

     

    WARRANT
AGREEMENT

     

    AMENDMENT
NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as
of May 25, 2010, by and among GEROVA Financial Group, Ltd.
(formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempted
company, with offices at Cumberland House, 5th Floor, 1 Victoria Street,
Hamilton, HM 11, Bermuda (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation, with offices at 17 Battery Place,
New York, New York 1004 (“Warrant
Agent”).

     

    RECITALS

     

    WHEREAS,
the Company and the Warrant Agent entered into the Warrant Agreement, dated as
of January 16, 2008 (the “Agreement”), to
provide for the form and provisions of the Warrants, the terms upon which they
shall be issued and exercised, and the respective rights, limitation of rights,
and immunities of the Company, the Warrant Agent and the holders of the
Warrants, and the parties intend to amend certain provisions of the
Agreement;

     

    WHEREAS,
pursuant to Section 9.8 of the Agreement, the Agreement may be amended with the
written consent of Maxim and the Registered Holders of a majority of the then
outstanding Warrants; provided, that the Company may lower the Warrant Price or
extend the duration of the Exercise Period in accordance with the provisions of
Sections 3.1 and 3.2 of the Agreement, respectively, without the written consent
of Maxim and the Registered Holders of a majority of the then outstanding
Warrants; and

     

    WHEREAS,
the Company proposes to lower the Warrant Price, extend the duration of the
Exercise Period, and in conjunction therewith, effect a 2:1 split of the
Warrants so that each holder of the Warrants shall receive an additional Warrant
for each Warrant such holder currently so holds; and

     

    WHEREAS,
except as set forth in this Amendment, all of the terms and conditions set forth
in the Agreement shall remain in full force and effect.

    NOW,
THEREFORE, in consideration of the premises, and of the covenants and agreements
set forth herein, and intending to be legally bound hereby, the parties hereby
agree as follows:

     

    1.           Definitions.  All
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Agreement.

     

    2.           The
Warrants.   The Company hereby declares a 2:1 split of the
17,700,000 Warrants covered by the Agreement and agrees to exchange the
17,700,000 original Warrants for 35,400,000 new
Warrants.  Accordingly, the Agreement is hereby amended so that the
11,500,000 originally issued Public Warrants shall now be exchanged for and
represent 23,000,000 Public Warrants, the 475,000 originally issued
Underwriter’s Warrants shall now represent 950,000 Underwriter’s Warrants, and
the 5,725,000 originally issued Private Warrants shall now represent 11,450,000
Private Warrants.  For the avoidance of doubt, the 23,000,000 Public
Warrants shall be exercisable for an aggregate of 23,000,000 Ordinary Shares,
the 950,000 Underwriter’s Warrants shall be exercisable for an aggregate of
950,000 Ordinary Shares, and the 11,450,000 Private Warrants shall be
exercisable for an aggregate of 11,450,000 Ordinary Shares, in each case at the
Warrant Price per whole share.  The Warrants, as amended hereby, may
be exercised by the holders, in whole or in part at any time or from time to
time, during the Exercise Period.  The Company shall deliver to each
warrant holder of record on the effective and record date established for the
exchange a new Warrant entitling the holder to purchase the same number of
Ordinary Shares as contained in the original Warrant.  Warrant holders
shall not be required to tender their original Warrants as a condition to
receiving the additional new Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.           Warrant
Price.  Section 3.1 of the Agreement shall be amended and
restated in its entirety as follows:

     

    “3.1       Warrant Price. Each
Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at
the price of $7.00 per whole share, subject to the adjustments provided in
Section 4 hereof and in the last sentence of this Section 3.1. The term "Warrant
Price" as used in this Agreement refers to the price per share at which Ordinary
Shares may be purchased at the time a Warrant is exercised. The Company, in its
sole discretion, may lower the Warrant Price at any time prior to the Expiration
Date (as defined within Section 3 of the Warrant Agreement) for a period of not
less than ten business days; provided that any such reduction shall be identical
among all of the Warrants.”

     

    4.           Duration of
Warrants.

     

    (a)           Section
3.2.1 of the Agreement is amended as follows:

     

    “January
16, 2012” shall be deleted wherever it appears and replaced with “January 16,
2014”.

     

    (b)           Section
3.2.2 of the Agreement is amended as follows:

     

    “January
16, 2013” shall be deleted wherever it appears and replaced with “January 16,
2014”.

     

    5.           Form of
Warrant.  The form of Warrant need not be changed because of
this Amendment.  However, the Company may exercise its rights under
the second sentence of Section 4.7 of the Agreement.

     

    6.           Remaining
Provisions.  Except as set forth in this Amendment, all other
provisions of the Agreement shall remain in full force and effect, and are
incorporated herein by this reference as though more fully set forth herein at
length.

     

    7.           Miscellaneous.  The
provisions contained in Section 9 of the Agreement shall be incorporated herein
by reference and shall fully apply to this Amendment as if such provisions were
set forth in this Amendment.

     

    [Remainder
of page intentionally left blank.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Warrant
Agreement to be duly executed as of the date first above written.

     

    
      
        
          
            
              	
                      GEROVA
      FINANCIAL GROUP, LTD.

                    
	 
      	 
      
	
                      By: 

                    	
                      /s/ Gary T. Hirst

                    
	 	 
	 
      	
                      Name:
      Gary T. Hirst

                    
	 
      	
                      Title:   President

                    
	 
      	 
      
	
                      CONTINENTAL
      STOCK TRANSFER & TRUST

                      COMPANY

                    
	 
      	 
      
	
                      By: 

                    	
                      /s/ Alexandra Albrecht

                    
	 	 
	 
      	
                      Name:  Alexandra
      Albrecht

                    
	 
      	
                      Title:    Vice
      President

                    


            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    REGISTERED
HOLDER OF WARRANTS

    SIGNATURE
PAGE

    AMENDMENT
NO. 1 TO

     

    WARRANT
AGREEMENT

     

    Instructions

     

    
      
        
          
            	
                    Individual

                  	
                    Sign
      Below

                  
	 	 
	
                    Co-Owners

                  	
                    Each
      Co-Owner must sign below

                  
	 	 
	
                    Corporation/Partnership/Trust
      Other Entity

                  	
                    Sign
      below and indicate capacity (e.g. Managing Director, President, Managing
      Partner)

                  
	 	 
	
                    Name(s)
      of Entity/Individual

                  	
                    Name(s)
      must be identical to name(s) set forth on the Warrant
      Certificate

                  


          

        

      

    

     

    
      
        
          	
                  Name
      of Entity/Individual

                	 
      


        

      

    

     

    
      
        
          
            
              
                	
                        Signature:

                      	 
      	 
      	 
      
	 	 	 	 
	
                        Print
      Name:

                      	 
      	 
      	 
      
	 	 	 	 
	
                        Title/Capacity/
      Co-
Ownership:

                      	 
      	 
      	 
      


              

            

          

        

      

    

     

    
      
        
          
            
              	
                      Number
      of Warrants Owned: