EX-10.4



 





Exhibit 10.4




FORM OF REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the            day of
                    , 2007, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation
(the “Company”), and the undersigned parties listed under Investors on the signature page hereto
(each, individually an “Investor” and collectively, the “Investors”).



     WHEREAS, the Investors currently hold all of the issued and outstanding securities of the
Company;



     WHEREAS, the Investors currently hold an aggregate of 5,725,000 warrants (“Warrants”),
exercisable into an aggregate of 5,725,000 shares of the Company’s Ordinary Shares (the “Warrant
Shares”), and each of the Warrants and the Warrant Shares shall be collectively referred to herein
as the “Warrant Securities;”



     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the
Investors with certain rights relating to the registration of Ordinary Shares and Warrant
Securities held by them;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. DEFINITIONS. The following capitalized terms used herein have the following
meanings:



     “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise
modified from time to time.



     “Commission” means the Securities and Exchange Commission, or any other federal agency
then administering the Securities Act or the Exchange Act.



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



     “Company” is defined in the preamble to this Agreement.



      “Demand Registration” is defined in Section 2.1.1.



      “Demanding Holder” is defined in Section 2.1.1.



      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the
time.







      “Form S-3” is defined in Section 2.2.4.







      “Indemnified Party” is defined in Section 4.3.



 









 





      “Indemnifying Party” is defined in Section 4.3.



      “Investor” is defined in the preamble to this Agreement.



      “Investor Indemnified Party” is defined in Section 4.1.



      “Maximum Number of Shares” is defined in Section 2.1.4.



      “Notices” is defined in Section 6.3.



      “Piggy-Back Registration” is defined in Section 2.2.1.



      “Register,” “registered” and “registration” mean a registration with
respect to the Registrable Securities effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.



      “Registrable Securities” mean the 2,500,000 Ordinary Shares, 5,725,000 Warrants and
5,725,000 Warrant Shares owned or held by Investors prior to the effective date of the Company’s
initial public offering of securities. Registrable Securities include any warrants, shares of
capital stock or other securities of the Company issued as a dividend or other distribution with
respect to or in exchange for or in replacement of such Ordinary Shares. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or
exchanged in accordance with such Registration Statement; (b) such securities shall have been
otherwise transferred, new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not
require registration under the Securities Act; (c) such securities shall have ceased to be
outstanding, or (d) the Commission makes a definitive determination to the Company that the
Registrable Securities are saleable under Rule 144(k) of the Securities Act.







      “Registration Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Ordinary Shares (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only
securities proposed to be issued in exchange for securities or assets of another entity).











      “Release Date I” means the date on which Ordinary Shares are disbursed from escrow
pursuant to Section 3 of that certain Stock Escrow Agreement dated as of ___, 2007 by and
among the parties hereto and Continental Stock Transfer & Trust Company.







     “Release Date II” means the date on which the Company publicly announces that it has
entered into a letter of intent with respect to a proposed business combination.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be in effect at the
time.



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     “Underwriter” means a securities dealer who purchases any Registrable Securities as
principal in an underwritten offering and not as part of such dealer’s market-making activities.



     2.  REGISTRATION RIGHTS.



     2.1 Demand Registration.



          2.1.1.  Request for Registration. At any time and from time to time on or after each
of Release Date I as it relates to the 2,500,000 Ordinary Shares and Release Date II as it relates
to the Warrant Securities, as applicable, the holders of a majority-in-interest of the 2,500,000
Ordinary Shares or Warrant Securities, as the case may be, held by the Investors or the transferees
of the Investors, may make a written demand for registration under the Securities Act of all or
part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand
Registration shall specify the number and type of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will notify all holders of Registrable
Securities of the demand, and each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each such holder
including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice
from the Company. Upon any such request, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Section 2.1.4 below and the
provisos set forth in Section 3.1.1 below. The Company shall not be obligated to effect more than
an aggregate of two (2) Demand Registrations with respect to the 2,500,000 Ordinary Shares and two
(2) Demand Registrations with respect to the Warrant Securities under this Section 2.1.1. In no
event shall a registration statement that has been filed with respect to the Warrant Securities be
declared effective until the Company has completed its initial business combination.




          2.1.2. Effective Registration. A registration will not count as a Demand Registration
until the Registration Statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its obligations under this
Agreement or otherwise with respect thereto; provided, however, that if, after such
Registration Statement has been declared effective, the offering of Registrable Securities pursuant
to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and until (i) such stop
order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue the offering; provided,
further, that the Company shall not be obligated to file a second Registration Statement
until a Registration Statement that has been filed is counted as a Demand Registration or is
terminated.




          2.1.3. Underwritten Offering. If a majority-in-interest of the Demanding Holders so
elect and such holders so advise the Company as part of their written demand for a Demand
Registration, the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. In such event, the right of any holder to include
its Registrable Securities in such registration shall be conditioned upon such




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holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand Registration.




          2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for a
Demand Registration that is to be an underwritten offering advises the Company and the Demanding
Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities
which the Company desires to sell and the Ordinary Shares, if any, as to which registration has
been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number
of shares that can be sold in such offering without adversely affecting the proposed offering
price, the timing, the distribution method, or the probability of success of such offering (such
maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding Holders (pro
rata in accordance with the number of shares of Registrable Securities which such Demanding
Holders have requested be included in such registration, regardless of the number of shares of
Registrable Securities held by each Demanding Holder) that can be sold without exceeding the
Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the Ordinary Shares for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons and that can be sold
without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum
Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the
Ordinary Shares that other shareholders desire to sell that can be sold without exceeding the
Maximum Number of Shares.




          2.1.5.  Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of
the terms of any underwriting or are not entitled to include all of their Registrable Securities in
any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or Underwriters of their
request to withdraw prior to the effectiveness of the Registration Statement filed with the
Commission with respect to such Demand Registration. In such event, the Company need not seek
effectiveness of such Registration Statement for the benefit of other Investors. If the
majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a
Demand Registration, then such registration shall not count as a Demand Registration provided for
in Section 2.1.1.




     2.2 Piggy-Back Registration.



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          2.2.1 Piggy-Back Rights. If at any time on or after the Release Date the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or exchangeable for, or
convertible into, equity securities, by the Company for its own account, or for shareholders of the
Company for their account (or by the Company and by shareholders of the Company including, without
limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall (a) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such
offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (b) offer to the holders of Registrable Securities in
such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be
included in such registration and shall use its best efforts to cause the managing Underwriter or
Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All holders of
Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.




          2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders
of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the
Company desires to sell, taken together with Ordinary Shares, if any, as to which registration has
been demanded pursuant to written contractual arrangements with persons other than the holders of
Registrable Securities hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has
been requested pursuant to the written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include
in any such registration:




          (i) If the registration is undertaken for the Company’s account: (a) first, the Ordinary or
other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (a) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (a), the Ordinary Shares, if any, including the Registrable Securities,
as to which registration has been requested pursuant to written contractual piggy-back registration
rights of security holders ( pro rata in accordance with the number of Ordinary Shares
which each such person has actually requested to be included in such registration, regardless of
the number of Ordinary Shares with respect to which



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such persons have the right to request such inclusion) that can be sold without exceeding the
Maximum Number of Shares; and




               (ii) If the registration is a “demand” registration undertaken at the demand of persons other
than the holders of Registrable Securities pursuant to written contractual arrangements with such
persons, (a) first, the Ordinary Shares for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (b) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (a), the Ordinary Shares or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; and (c) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (a) and (b), the Registrable Securities as to which registration has
been requested under this Section 2.2 ( pro rata in accordance with the number of shares of
Registrable Securities held by each such holder); and (d) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (a), (b) and (c), the Ordinary
Shares, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Shares.



          2.2.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such
holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement. The Company may also elect to withdraw a registration statement at any time
prior to its effectiveness. Notwithstanding any such withdrawal, the Company shall pay all
expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 3.3.








          2.2.4 Registrations on Form S-3. The holders of Registrable Securities may at any
time and from time to time, request in writing that the Company register the resale of any or all
of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an underwritten offering. Upon receipt of
such written request, the Company will promptly give written notice of the proposed registration to
all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of any
other holder or holders joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such registration pursuant
to this Section 2.2: (i) if Form S-3 is not available for such offering; or (ii) if the holders of
the Registrable Securities, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less than $500,000. Registrations
effected pursuant to this Section 2.2 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.








     2.3 No Net Cash Settlement Value. In connection with the exercise of the Warrants,
the Company will not be obligated to deliver securities, and there are no contractual penalties for
failure to deliver securities, if a registration statement is not effective at the time of
exercise;



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however, the Company may satisfy its obligation by delivering unregistered Ordinary Shares. 
In no event will the Company be required to net cash settle an exercise of a Warrant.




     3. REGISTRATION PROCEDURES.



     3.1 Filings; Information. Whenever the Company is required to effect the registration
of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to
effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:



          3.1.1. Filing Registration Statement. The Company shall, as expeditiously as possible
and in any event within sixty (60) days after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and
which form shall be available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution thereof, and shall use its
best efforts to cause such Registration Statement to become and remain effective for the period
required by Section 3.1.3; provided, however, that the Company shall have the right
to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for
such period as may be applicable to deferment of any demand registration to which such Piggy-Back
Registration relates, in each case if the Company shall furnish to the holders a certificate signed
by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board
of Directors of the Company, it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect of a Demand
Registration hereunder.




          3.1.2. Copies. The Company shall, prior to filing a Registration Statement or
prospectus, or any amendment or supplement thereto, furnish without charge to the holders of
Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and documents incorporated by
reference therein), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as the holders of Registrable Securities included
in such registration or legal counsel for any such holders may request in order to facilitate the
disposition of the Registrable Securities owned by such holders.




          3.1.3. Amendments and Supplements. The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements to such
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective and in compliance with the provisions of the Securities Act
until all Registrable Securities and other securities covered by such Registration Statement have
been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus
any period during which any such disposition is interfered



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with by any stop order or injunction of the Commission or any governmental agency or court) or
such securities have been withdrawn.




          3.1.4. Notification. After the filing of a Registration Statement, the Company shall
promptly, and in no event more than two (2) business days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following: (i) when such Registration Statement
becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such stop order or to remove it if
entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by such Registration
Statement, such prospectus will not contain an 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 not
misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review such documents and comment
thereon, and the Company shall not file any Registration Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall object.




          3.1.5. State Securities Laws Compliance. The Company shall use its best efforts to
(i) register or qualify the Registrable Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in the United States as the holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause such Registrable Securities
covered by the Registration Statement to be registered with or approved by such other Governmental
Authorities as may be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the holders of
Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph 3.1.5 or subject itself to
taxation in any such jurisdiction.




          3.1.6. Agreements for Disposition. The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the




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extent applicable, shall also be made to and for the benefit of the holders of Registrable
Securities included in such registration statement. No holder of Registrable Securities included in
such registration statement shall be required to make any representations or warranties in the
underwriting agreement except, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with such
holder’s material agreements and organizational documents, and with respect to written information
relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement. Holders of Registrable Securities shall agree to such covenants and
indemnification and contribution obligations for selling stockholders as are customarily contained
in agreements of that type. Further, such holders shall cooperate fully in the preparation of the
Registration Statement and other documents relating to any offering in which they include
securities pursuant to Section 2 hereof. Each holder shall also furnish to the Company such
information regarding itself, the Registrable Securities held by such holder and the intended
method of disposition of such securities as shall be reasonably required to effect the registration
of the Registrable Securities.




          3.1.7. Cooperation. The principal executive officer of the Company, the principal
financial officer of the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in any offering of
Registrable Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.




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          3.1.8.  Records. The Company shall make available for inspection by the holders of
Registrable Securities included in such Registration Statement, any Underwriter participating in
any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and shall cause the Company’s officers, directors and employees to supply all
information requested by any of them in connection with such Registration Statement.




          3.1.9. Opinions and Comfort Letters. The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement a signed counterpart, addressed to
such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. If
no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at any time that such holder elects
to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in
effect.




          3.1.10. Earnings Statement. The Company shall comply with all applicable rules and
regulations of the Commission and the Securities Act and make available to its shareholders, as
soon as practicable, an earnings statement covering a period of twelve (12) months, beginning
within three (3) months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.




          3.1.11. Listing. The Company shall use its best efforts to cause all Registrable
Securities included in any registration to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Company are then listed or
designated or, if no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Registrable Securities included in such
registration.








     3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3.1.4(iv) above, or, in the case of
a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Company’s
securities because of the existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv)
above or the restriction on the ability of “insiders” to transact in the Company’s securities is
removed, as applicable, and, if so directed by the Company, each such holder will deliver to the
Company all copies, other than permanent file copies then in such holder’s possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of such notice.







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     3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4, and
all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective or whether any or all holders of
Registrable Securities withdraw from any Registration Statement, including, without limitation: (i)
all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses
(including, without limitation, all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated with the delivery
of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and
expenses of any special experts retained by the Company in connection with such registration and
(ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be
borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the
Company shall bear the expenses of the underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.







     3.4 Information. The holders of Registrable Securities shall provide such information
as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection
with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant
to Section 2 hereof and in connection with the Company’s obligation to comply with federal and
applicable state securities laws.



     3.5 Holder Obligations. No holder of Registrable Securities may participate in any
underwritten offering pursuant to this Section 3 unless such holder (i) agrees to sell only such
holder’s Registrable Securities on the basis reasonably provided in any underwriting agreement, and
(ii) completes, executes and delivers any and all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably required by or
under the terms of any underwriting agreement or as reasonably requested by the Company.



     4. INDEMNIFICATION AND CONTRIBUTION.



     4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless
each Investor and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
person, if any, who controls an Investor and each other holder of Registrable Securities (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)



11









 




(each, an “Investor Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon
any untrue statement (or allegedly untrue statement) of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission (or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the
Company and relating to action or inaction required of the Company in connection with any such
registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal
and any other expenses reasonably incurred by such Investor Indemnified Party in connection with
investigating and defending of any such expense, loss, judgment, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case to
the extent that any such expense, loss, claim, damage or liability arises out of or is based upon
any untrue statement, allegedly untrue statement, omission, or alleged omission, made in such
Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the
Company, in writing, by such selling holder expressly for use therein or for the use by any
Investor Indemnified Party of a prospectus in violation of any stop order or other suspension of
the Registration Statement; and (b) the foregoing indemnity shall not inure to the benefit of any
holder (or benefit of any person controlling such holder) from whom the person asserting such
expense, loss, claim, damage or liability purchased the Registrable Securities if a copy of the
prospectus (as then amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such holder to such person, if
required by law so to have been delivered at or prior to the written confirmation of the sale of
the Registrable Securities to such person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such expense, loss, claim, damage or liability, unless
such failure is the result of noncompliance by the Company with Section 3.1.3 hereof. The Company
also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each person who controls such Underwriter on
substantially the same basis as that of the indemnification provided above in this Section 4.1.




     4.2 Indemnification by Holders of Registrable Securities. Each selling holder of
Registrable Securities will, if any registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each underwriter (if any), and
each other person, if any, who controls the company or any such underwriter within the meaning of
the Securities Act or Section 20 of the Exchange Act, against any losses, claims, judgments,
damages or liabilities, whether joint or several, insofar as such losses, claims, judgments,
damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any
untrue statement or allegedly untrue statement of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration Statement, or (ii) any
omission or the alleged omission to state a material fact required to be stated therein or



12









 




necessary to make the statement therein not misleading, if the statement or omission was made
in reliance upon and in conformity with information furnished in writing to the Company by such
selling holder expressly for use therein or for the use by any Investor Indemnified Party of a
prospectus in violation of any stop order or other suspension of the Registration Statement, and
shall reimburse the Company, its directors and officers, and each such controlling person for any
legal or other expenses reasonably incurred by any of them in connection with investigation or
defending of any such loss, claim, damage, liability or action. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder in connection with the sale of
the Registrable Securities by such selling holder pursuant to the Registration Statement containing
such untrue statement.




     4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of
any notice of any loss, claim, damage or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2 above, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification
hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss,
claim, judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the
Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim
or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to
assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that in
any action in which both the Indemnified Party and the Indemnifying Party are named as defendants,
the Indemnified Party shall have the right to employ separate counsel (but no more than one such
separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be
paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified
Party, representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.



13









 





     4.4 Contribution.



            4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the
relative fault benefits received by the Indemnified Parties and the Indemnifying Parties from the
offering. If, however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the Indemnified Party failed to give the notice required under
Section 4.3 above, then each Indemnifying Parties shall contribute to such amount paid or payable
by such Indemnified Party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Indemnified Parties and the Indemnifying Parties in
connection with the actions or omissions which resulted in such loss, claim, damage, liability or
action, as well as any other relevant equitable considerations. The relative fault of any
Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by such Indemnified Party
or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.




          4.4.2 The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result
of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities
shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
holder from the sale of Registrable Securities which gave rise to such contribution obligation. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.




     5.  UNDERWRITING AND DISTRIBUTION.



     5.1 Rule 144. The Company covenants that it shall file any reports required to be
filed by it under the Securities Act and the Exchange Act and shall take such further action as the
holders of Registrable Securities may reasonably request, all to the extent required from time to
time to enable such holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities
Act, as such rules may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.



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     6. MISCELLANEOUS.



     6.1 Other Registration Rights. The Company represents and warrants that except for
the securities underlying the unit purchase option held by Maxim Group LLC or its assigns, no
person, other than a holder of the Registrable Securities has any right to require the Company to
register any shares of the Company’s capital stock for sale or to include shares of the Company’s
capital stock in any registration filed by the Company for the sale of shares of capital stock for
its own account or for the account of any other person.



     6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities
in conjunction with and to the extent of any transfer of Registrable Securities by any such holder
in accordance with applicable law. This Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit of each of the parties and their respective successors and the
permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the
Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights
or benefits on any persons that are not party hereto other than as expressly set forth in Section 4
and this Section 6.2.



     6.3 Notices. All notices, demands, requests, consents, approvals or other
communications (collectively, “Notices”) required or permitted to be given hereunder or
which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery,
telegram, telex or facsimile, addressed as set forth below, or to such other address as such party
shall have specified most recently by written notice. Notice shall be deemed given on the date of
service or transmission if personally served or transmitted by telegram, telex or facsimile;
provided, that if such service or transmission is not on a business day or is after normal business
hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.



	 	 	 
	To the Company:

	 	Asia Special Situation Acquisition Corp.
	 

	 	P.O. Box 309GT, Ugland House
	 

	 	South Church Street
	 

	 	George Town, Grand Cayman
	 

	 	Cayman Islands
	 
	 	 
	 

	 	Attn:
	 
	 	 
	with a copy to:

	 	Richardson & Patel LLP [Hodgson?]
	 

	 	405 Lexington Avenue, 26th Floor
	 

	 	New York, New York 10174
	 

	 	Attn: Jody R. Samuels, Esq.






15









 






	 	 	 
	To an Investor, to:

	 	[Name of Investor]
	 

	 	c/o Asia Special Situation Acquisition Corp.
	 

	 	P.O. Box 309GT, Ugland House
	 

	 	South Church Street
	 

	 	George Town, Grand Cayman
	 

	 	Cayman Islands
	 

	 	Attn:
	 
	 	 






     6.4 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.



     6.5 Counterparts; Facsimile Signatures. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Facsimile signatures shall be deemed to be original
signatures for all purposes of this Agreement.



     6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.



     6.7 Modifications and Amendments. No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by such party.



     6.8 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the meaning or interpretation of any provision of this
Agreement.



     6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach
or default which such party has the right to waive, provided that such waiver will not be effective
against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of
any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.



16









 





     6.10 Remedies Cumulative. If the Company fails to observe or perform any covenant or
agreement to be observed or performed under this Agreement, the Investor or any other holder of
Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement
or now or hereafter available at law, in equity, by statute or otherwise.



     6.11 Governing Law. This Agreement shall be governed by, interpreted under, and
construed in accordance with the laws of the Cayman Islands applicable to agreements made and to be
performed within the Cayman Islands, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction.



     6.12 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement,
the transactions contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




17









 








      IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.



	 	 	 	 	 	 	 
	 	 	ASIA SPECIAL SITUATION ACQUISITION CORP.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 	 
Name:
	 	   
	 

	 	 	 	Title:	 	 





 

18









 





      IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	BUYERS:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 





19









 





SCHEDULE OF BUYERS




	 	 	 	 	 
	 	 	Buyer’s Address	 	Buyer’s Representative’s Address
	           Buyer	 	and Facsimile Number	 	and Facsimile Number
	[                    ]
	 	 	 	 






[Other Buyers]





20