EX-10.1



 





Exhibit 10.1




September __, 2007




Asia Special Situation Acquisition Corp.

P.O. Box 309GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands




Maxim Group LLC

405 Lexington Avenue, 2nd Floor

New York, New York 10174




          Re:        Initial Public Offering 




Gentlemen:




The undersigned, an officer, director or shareholder of Asia Special Situation Acquisition Corp.
(the “Company”), in consideration of Maxim Group LLC (“Maxim”) entering into a
letter of intent (“Letter of Intent”) to underwrite an initial public offering of the
securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees that,
subject only to consummation of the IPO, the undersigned shall comply with each of the following
covenants and agreements. As used herein, certain capitalized terms not otherwise defined herein
or in the Registration Statement, shall have the meanings that are defined in Section 14 hereof):



1. If the Company solicits approval of its shareholders of a Business Combination, the undersigned
will vote all Insider Shares owned by the undersigned in accordance with the majority of the votes
cast by the holders of the IPO Shares. In the event that the undersigned acquires ordinary shares
in connection with the IPO or in the secondary trading market after the IPO, the undersigned will
vote all such shares “FOR” the approval of a Business Combination.



2 In the event that the Company fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the registration statement relating to the IPO, or
24 months from the Effective Date provided a definitive agreement or letter of intent has been
executed by the Company and a target business prior to the expiration of the 18 month period
referred to herein (subject to any extension of such 18 or 24 month periods in accordance with the
approval of 95% or more of the Company’s outstanding ordinary shares), the undersigned will (i)
cause the Trust Account to be liquidated and distributed to the holders of IPO Shares and (ii) take
all reasonable actions within its power to cause the Company to liquidate as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind
in or to any distribution of the Trust Account and any remaining net assets of the Company as a
result of such liquidation with respect to its Insider Shares (“Claim”) and hereby waives
any Claim the undersigned may have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever. In the event of the liquidation of the Trust Fund, the undersigned acknowledges that Ho
Capital Management, LLC, the Company’s sponsor, has agreed to indemnify and hold harmless the
Company against any and all loss, liability, claims, damage and expense whatsoever (including, but
not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any vendor or other person who is owed
money by the Company for services rendered or products sold or contracted for, or by any target
business, but only to the extent necessary to ensure that such loss, liability, claim, damage or
expense does not reduce the amount in the Trust Account.



3. In order to minimize potential conflicts which may arise from multiple affiliations, the
undersigned agrees that until the earliest to occur of (a) the consummation by the Company of a
Business



- 1 -









 




Combination, (b) the liquidation of the Company, or (c) the undersigned ceasing to be a
shareholder, officer or director of the Company, the undersigned will present to the board of
directors of the Company for their consideration, and give the Company a right of first refusal to
effect a Business Combination with (i) any corporate or business opportunity located in or
principally doing business or investing in Asia that the undersigned has access to, whether
individually or through a company the undersigned is or may become affiliated with, and (ii) which
could reasonably be valued at 80% or more of the total dollar amount placed in the Company’s Trust
Account upon consummation of the IPO (excluding deferred underwriting fees) (each a “Relevant
Business Opportunity”). Annexed hereto as Exhibit A is a list of all entities in which
the undersigned is an officer, director or an affiliate (the “Affiliated Entities”); each
of which Affiliated Entities shall have confirmed to the Company that the undersigned does not have
any pre-existing fiduciary and contractual obligations with such Affiliated Entity that would
conflict with the provisions of this Section 3.




4. Prior to the earliest to occur of (a) the consummation by the Company of a Business Combination,
(b) the liquidation of the Company, or (c) the undersigned ceasing to be a shareholder, officer or
director of the Company, the undersigned will not become an officer, director or Affiliate of any
other entity, including other blank check companies, with a primary focus on completing an
acquisition in Asia.



5. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination with any entity in which the undersigned or its Affiliates, or any other Insider or its
Affiliates, is a direct or indirect Affiliate (as hereinafter defined).


6. Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the
undersigned will be entitled to receive and will not accept any compensation for services rendered
to the Company prior to or in connection with the consummation of the Business Combination;
provided that commencing on the Effective Date, Ho Capital Management LLC (the “Sponsor”),
shall be allowed to charge the Company $7,500 per month, representing an allocable share of
Sponsor’s overhead, to compensate it for the Company’s use of Sponsor’s offices, utilities and
personnel. In addition, the Sponsor shall also be entitled to reimbursement from the Company for
its out-of-pocket expenses incurred in connection with seeking and consummating a Business
Combination only (i) from funds held outside of the Trust Account, or (ii) upon the consummation of
a Business Combination. 

7. Neither the undersigned, any “Family Member” (defined as a parent, spouse, child or sibling),
nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation from the Company or from the prospective target entity in the Business
Combination in the event the undersigned, any Family Member or any Affiliate of the undersigned
originates a Business Combination. In addition, the undersigned and its Affiliates (acting in
their capacity as an officer, director or shareholder of the Company) will not condition any
prospective Business Combination upon their receipt of or retaining any position in the Company or
its successor following such Business Combination, whether through any employment or consulting
agreement, directors fees or other similar arrangement.


8. On the Effective Date, the undersigned will escrow its Insider Shares until three years after
the Effective Date subject to the terms of a Stock Escrow Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company. Additionally, the
undersigned agrees to deposit in an account at Maxim all of the Insider Warrants purchased by it
until the completion of a Business Combination.



9. (a) If so designated in the Registration Statement, the undersigned agrees to serve as an
officer and/or a director of the Company and to serve in the capacity set forth in such
Registration Statement until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company, unless the undersigned resigns for good reason with
the prior approval of Maxim, which approval shall not be unreasonably withheld. If the undersigned
is an Insider of the Company, the undersigned’s biographical information furnished to the Company
and Maxim set forth in the Registration Statement, and attached hereto as Exhibit B, is
true and accurate in all material respects,



- 2 -









 







does not omit any material information with respect to the undersigned’s background and contains
all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
under the Securities Act of 1933. If the undersigned is an Insider of the Company, the
undersigned’s Questionnaire furnished to the Company and Maxim is true and accurate in all material
respects.




(b) The undersigned represents and warrants that:




     (i) No petition under the Federal bankruptcy laws or any state insolvency law has been
filed by or against, or a receiver, fiscal agent or similar officer was appointed by a
court for the business or property of the undersigned, or any partnership in which the
undersigned was or is a general partner at or within two years prior to the date hereof, or
any corporation or business association of which the undersigned was an executive officer
at or within two years prior to the date hereof;




     (ii) The undersigned has not been convicted in any criminal proceeding nor is the
undersigned currently a named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses);




     (iii) The undersigned has not been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining the undersigned from, or otherwise limiting, the
following activities:




     (1) Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission,
or an associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in
connection with such activity;




     (2) Engaging in any type of business practice; or




     (3) Engaging in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities laws or Federal
commodities laws;



     (c)  The undersigned has not been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than sixty (60) days the right of the undersigned to engage in any
activity described in paragraph (b)(iii) above, or to be associated with persons engaged in any
such activity;



     (d)  The undersigned has not been found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Securities and Exchange Commission has not
been subsequently reversed, suspended, or vacated; and



     (e)  The undersigned has not been found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and
the judgment in such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.



10. The undersigned has full right and power, without violating any agreement by which he or she is
bound, to enter into this letter agreement and, if so designated in the Registration Statement
declared effective by the SEC, to serve as an officer or director of the Company.



- 3 -









 





11. The undersigned hereby waives its, his or her right to exercise redemption rights or appraisal
rights with respect to any Ordinary Shares of the Company owned or to be owned by the undersigned,
directly or indirectly, and agrees that it, he or she will not seek redemption or appraisal with
respect to such shares in connection with any vote to approve a Business Combination.



12. The undersigned authorizes any employer, financial institution, or consumer credit reporting
agency to release to Maxim and its legal representatives or agents (including any investigative
search firm retained by Maxim) any information they may have about the undersigned’s background and
finances (“Information”). Neither Maxim nor its agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information and the undersigned
hereby releases them from liability for any damage whatsoever in that connection.



13. This letter agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The undersigned hereby
(i) agrees that any action, proceeding or claim against his/her arising out of or relating in any
way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the
State of New York of the United States of America for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Hodgson Russ as agent for the service of process in the State
of New York to receive, for the undersigned and on his/her behalf, service of process in any
Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly
notify the Company and Maxim and appoint a substitute agent acceptable to each of the Company and
Maxim within 30 days and nothing in this letter will affect the right of either party to serve
process in any other manner permitted by law.

14. As used herein, the following capitalized terms shall have the meanings set forth below:





     (a) “Affiliate shall have the meaning that is defined in Rule 405 as promulgated under the
Securities Act of 1933, as amended,




     (b) “Asia” includes China as well as Japan, South Korea, Vietnam, Australia and New Zealand,
but will not include North Korea;




     (c) a “Business Combination” shall mean the acquisition of all or a controlling interest in
one or more target businesses through a capital stock exchange, asset acquisition, stock purchase,
or other similar transaction, including joint ventures or related contractual arrangements, of an
operating business that is either located in Asia, provides products or services to customers
located in Asia, or is investing in Asia;




     (d) “Insiders” shall mean all officers, directors and shareholders of the Company immediately
prior to the IPO;




     (e) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by
an Insider prior to the IPO;




     (f) “Insider Warrants” means the 5,725,000 warrants being sold privately by the Company to Ho
Capital Management LLC;




     (g) “IPO Shares” shall mean the Company’s ordinary shares issued in the Company’s IPO.


 


     (h) “Registration Statement” shall mean the registration statement on Form S-1 of the
Company that is declared effective by the SEC in connection with the IPO.




     (i) “SEC” means the United States Securities and Exchange Commission.



- 4 -









 






     (j) “Trust Account” shall mean the trust account in which substantially all of the proceeds to
the Company from the IPO and the private placement of the Insider Warrants will be deposited and
held for the benefit of the holders of the IPO Shares, as described in greater detail in the
prospectus relating to the IPO.



	 	 	 	 	 	 	 
	 	 	Print Name	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 








- 5 -