Unassociated Document


    

      FORM
        OF INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of _____, 2007 by and between Asia Special Situation
        Acquisition Corp. (the “Company”) whose principal office is located at P.O. Box
        309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman
        Islands and Continental Stock Transfer & Trust Company (“Trustee”) located
        at 17 Battery Place, New York, New York 10004.

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, File No. 333-145163
        (“Registration Statement”), for its initial public offering of securities
        (“IPO”) has been declared effective on [_____], 2007 by the Securities and
        Exchange Commission (“Effective Date”); and

       

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

       

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

       

      WHEREAS,
        as described in the Company’s Registration Statement, (i) in accordance with the
        Company’s Amended and Restated Certificate of Incorporation, $100,000,000 of the
        net proceeds of the IPO ($115,000,000 if the Underwriters’ over-allotment option
        is exercised in full), (ii) in accordance with the Subscription Agreement,
        dated
        as of [______], 2007, among the Company and certain purchasers, $5,725,000
        of
        the gross proceeds of the Placement (together with the IPO proceeds, the
“Base
        Deposit”), and (iii) in accordance with the Underwriting Agreement, dated
        [____], 2007, between the Company and Maxim, as representative of the
        Underwriters, an additional $3,000,000 ($3,450,000 if the Underwriters’
over-allotment option is exercised in full), representing a portion of the
        Underwriters’ discount (the “Deferred Discount”), $100,000,000 will be delivered
        to the Trustee as of [_____], 2007 to be deposited and held in a trust account
        for the benefit of the Company, the public holders of the Ordinary Shares,
        par
        value $.0001 per share, of the Company (“Ordinary Shares”) included in the units
        of the Company’s securities issued in the IPO (the “Units”) and Maxim and the
        Underwriters. The amount to be delivered to the Trustee will be referred
        to
        herein as the “Property,” the stockholders for whose benefit the Trustee shall
        hold the Property will be referred to as the “Public Stockholders,” and the
        Public Stockholders, the Company and Maxim and the Underwriters will be referred
        to together as the “Beneficiaries”; and

       

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

       

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

       

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

       

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

        

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      


      2.
 
        Limited
        Distributions of Income on Property.

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


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


       

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

      


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

       

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

       

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

      


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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      (i)
         Within
        five business days after the Underwriters’ over-allotment option (or any
        unexercised portion thereof) expires or is exercised in full, to provide
        the
        Trustee notice in writing (with a copy to the Underwriters) of the total
        amount
        of the Deferred Fee and Deferred Discount, which shall in no event be less
        than
        $_______; and

       

      (j)
         Intentionally
        left blank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



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


       

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

      


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

       

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

      


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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

        

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

       


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

         


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

       

      5.
 
        Certain
        Rights Of Trustee.

       

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

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

      


      7.
        Termination.
        This
        Agreement shall terminate as follows:

       

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

        

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

       

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

       

      8.
 
        Miscellaneous.

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

      


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

       

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

       

      if
        to the
        Trustee, to:

      


      Continental
        Stock Transfer & Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

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

      Fax
        No.:
        (212) 509-5150

       

      if
        to the
        Company, to:

       

      Asia
        Special Situation Acquisition Corp. 

      P.O.
        Box
        309GT, Ugland House

      South
        Church Street

      George
        Town, Grand Cayman

      Cayman
        Islands

      Attn:
        Angela Ho

      Fax
        No.:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      in
        either
        case with a copy to:

       

      Maxim
        Group LLC

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn:
        Clifford A. Teller

      Fax
        No.:
        (212) 895-3783

      


      and

       

      Richardson
        & Patel LLP

      405
        Lexington Avenue, 26th
        Floor

      New
        York,
        New York 10174

      Attn:
        Jody R. Samuels, Esq.

      Fax
        No.:
        (212) 907-6687

       

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

       

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

      


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

       

      CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY, as Trustee

       

      By: 

      
        

      

      Name:
         

      Title:
           

       

       

      ASIA
        SPECIAL SITUATION ACQUISITION CORP. 

       

      By:

      
        

      

      Name:
        

      Title:
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      


       Attn:
        Steven
        G.
        Nelson 

       

      Re:
          Trust
        Account No. [ ] Termination Letter

       

      Gentlemen:

       

      Pursuant
        to Section 1(i) of the Investment Management Trust Agreement between Asia
        Special Situation Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2007 (“Trust
        Agreement”), this is to advise you that the Company has entered into an
        agreement (“Business Agreement”) with __________________ (“Target Business”) to
        consummate a business combination with a Target Business (“Business
        Combination”) on or about [_______]. The Company shall notify you at least 48
        hours in advance of the actual date of the consummation of the Business
        Combination (“Consummation Date”). Capitalized terms used herein and not
        otherwise defined shall have the meanings ascribed to them in the Trust
        Agreement.

       

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

       

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

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              ASIA
                SPECIAL SITUATION ACQUISITION CORP. 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


      Cc:
        Maxim
        Group LLC

       
                 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      Continental
        Stock Transfer

      &
        Trust Company

      17
        Battery Place

      New
        York,
        New York 10004

      


       Attn:
        Herb Lemmer, Vice President

       

      Re:
          Trust
        Account No. [ ] Termination Letter

       

      Gentlemen:

       

      Pursuant
        to paragraphs 1(i) and 2(e) of the Investment Management Trust Agreement
        between
        Asia Special Situation Acquisition Corp. (“Company”) and Continental Stock
        Transfer & Trust Company (“Trustee”), dated as of _____________, 2007
        (“Trust Agreement”), this is to advise you that the Company has been unable to
        effect a Business Combination with a Target Company within the time frame
        specified in the Company’s Memorandum and Articles of Association, as described
        in the Company’s prospectus relating to its IPO.

       

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

      
        	 	 	 
	 	
                Very
                  truly yours,

              
	 	 
	 	
                ASIA
                  SPECIAL SITUATION ACQUISITION CORP. 

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

              

cc:
        Maxim
        Group LLC

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      


      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	
                 

              	
                AUTHORIZED
                  TELEPHONE
                  NUMBER(S)

              
	
                 

              	
                 

              	
                 

              
	
                Company:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Asia
                  Special Situation Acquisition Corp. 

                P.O
                  Box 309GT, Ugland House

                South
                  Church Street

                George
                  Town, Grand Cayman

                Cayman
                  Islands

                Attn:
                  Angela Ho

              	
                 

              	
                 

                 

                (407)
                  805-0879

              
	
                 

              	
                 

              	
                 

              
	
                Maxim

                 

                405
                  Lexington Avenue

                New
                  York, New York 10174

                Attn:
                  Clifford A. Teller 

              	
                 

              	
                 (212)
                  895-3500

              
	
                 

              	
                 

              	
                 

              
	
                Trustee:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Continental
                  Stock Transfer

                &
                  Trust Company

                17
                  Battery Place

                New
                  York, New York 10004

                Attn:
                  Frank Di Paolo, CFO

              	
                 

              	
                 (212)
                  845-3270

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

      


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

      between
        Asia Special Situation Acquisition Corp. and 

      Continental
        Stock Transfer & Trust Company

      


      
        	
                Fee
                  Item

              	 	
                Time
                  and method of payment 

              	 	
                Amount

              	 
	 	 	 	 	 	 
	
                Initial
                  acceptance fee

              	 	 	
                Initial
                  closing of IPO by wire transfer 

              	 	
                $

              	
                1,000.00

              	 
	 	 	 	 	 	 	 	 
	
                Annual
                  fee

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

              	 	
                $

              	
                3,000.00

              	 
	 	 	 	
                 

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

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

              	
                 

              	
                $

              	
                250.00

              	 


      

       

      
        	 	 	 	 
	
              	 	 	
                Agreed:

              
	Dated: [___], 2007	 	 	
                 

              
	 	 	 	Asia Special Situation Acquisition
                Corp.
                
	 	 	 	 
	 	 	 	By:
	
              	 	 	
                
                  

                

                 

              
	 	 	 	 
	 	 	 	Continental Stock Transfer
&
                Trust Co.
	 	 	 	 
	
              	 	 	By:
	 	 	 	
                
                  

                

                Authorized
                  Officer