EX-4.4



 





Exhibit 4.4




FORM OF WARRANT AGREEMENT








     This Warrant Agreement (this “Agreement”) made as of ___, 2007, by and between Asia Special
Situation Acquisition Corp., a Cayman Islands corporation, with offices at P.O. Box 309GT, Ugland
House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York,
New York 10004 (“Warrant Agent”).







     WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units (“Units”)
and, in connection therewith, has determined to issue and deliver up to (i) 10,000,000 Warrants
(the “Public Warrants”) to the public investors, each of such Public Warrants evidencing the right
of the holder thereof to purchase one ordinary share, par value $.0001 per share, of the Company’s
ordinary shares (the “ Ordinary Shares”) for $7.50, subject to adjustment as described herein, and
(ii) 700,000 Warrants to Maxim Group LLC as representative of the underwriters (the “Underwriters”)
or its designees (the “Underwriter’s Warrants”), with each of such Underwriter’s Warrants
evidencing the right of the holder thereof to purchase one Ordinary Share for $7.50, subject to
adjustment as described herein.







     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement, No. 333-145163 on Form S-1 (the “Registration Statement”) for the
registration under the Securities Act of 1933, as amended (the “Act”) of, among other securities,
the Public Warrants, the Underwriter’s Warrants and the Ordinary Shares issuable upon exercise of
each of the Public Warrants and the Underwriter’s Warrants; and







     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Public Warrants, the Underwriter’s Warrants and 5,725,000
warrants (the “Private Warrants,” together with the Public Warrants and the Underwriter’s Warrants
shall be referred to collectively as the “Warrants”) issued in connection with a Regulation S
private placement prior to the consummation of the Public Offering; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



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


1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company Warrants, and the Warrant Agent hereby accepts such appointment





 









 







and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.




2. Warrants.




     2.1 Form of Warrant. Each Warrant shall be issued in registered form only. The Public
Warrants and the Underwriter’s Warrants shall be in substantially the form of Exhibit A hereto and
the Private Warrants shall be in substantially the form of Exhibit B hereto, the provisions of each
of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the
Chief Executive Officer or President and Chief Financial Officer, Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal. If the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.



     2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.



     2.3 Registration.



          2.3.1 Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”)
for the registration of original issuance and the registration of transfer of the Warrants. Upon
the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in
the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.




          2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (the “Registered Holder”), as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.




     2.4 Detachability of Public Warrants. The securities comprising the Units will
begin to trade separately on the 90th trading day after the effective date of the Registration
Statement, provided that in no event may the separate trading of the securities comprising the
Units occur until the Company files with the SEC a Current Report on Form 8-K, which includes an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the sale of
the Private Warrants and the Public Offering, including the proceeds received by the Company from
the exercise of the Underwriter’s over-allotment option if the over-allotment option is exercised
on the date of the effective date of the Registration Statement (the “Balance Sheet 8-K”). The
securities comprising the Units may begin to trade separately earlier than on the 90th trading date
after the effective date of the Registration Statement if Maxim Group LLC, informs the



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Company of its decision to allow earlier separate trading, provided that in no event may the
earlier separate trading of the securities comprising the Units occur until the Company files with
the SEC the Balance Sheet 8-K and the Company issues a press release and files with the SEC a
Current Report on Form 8-K announcing when such separate trading will begin, which shall be filed
before 8:30 a.m. one business day prior to the date such separate trading will begin.



3. Terms and Exercise of Warrants.




     3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price
of $7.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the
price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised. The
Company, in its sole discretion, may lower the Warrant Price at any time prior to the Expiration
Date (as defined within Section 3 of the Warrant Agreement) for a period of not less than ten
business days; provided that any such reduction shall be identical among all of the Warrants.



     3.2 Duration of Warrants.



          3.2.1 Public Warrants and Underwriter’s Warrants. A Public Warrant or Underwriter’s
Warrant may be exercised only during the period commencing on the later of: (i) the consummation by
the Company of a merger, capital stock exchange, asset acquisition or other similar business
combination (as described more fully in the Registration Statement, “Business Combination”), or
(ii) [___], 2008 and terminating at 5:00 p.m., New York City time on the earlier to occur of (x)
[___], 2011 or (y) the date fixed for redemption of the Warrants as provided in Section 6 of
this Agreement. Notwithstanding the foregoing, no Public Warrant or Underwriter’s Warrant shall be
exercisable unless, at the time of exercise, a registration statement relating to the Ordinary
Shares issuable upon the exercise of such Public Warrant or Underwriter’s Warrant is effective and
current and a prospectus is available for use by the holders thereof and the Ordinary Shares has
been qualified or deemed to be exempt under the securities laws of the state of residence of the
holder of such Public Warrants or Underwriter’s Warrants








          3.2.2 Private Warrants. A Private Warrant may be exercised only during the period
commencing on the later of: (i) the consummation by the Company of a Business Combination, or (ii)
[___], 2008 and terminating at 5:00 p.m., New York City time on the earlier to occur of (x)
[___], 2011 or (y) the date fixed for redemption of the Warrants as provided in Section 6 of
this Agreement. So long as the Private Warrants are owned by Ho Capital Management LLC, Noble
Investment Fund Ltd. or Angela Ho, the Private Warrants may be exercised on a cashless basis by
such holder. The Private Warrants are not subject to redemption so long as they are held by their
initial purchasers or their permitted designees.








          3.2.3 General. The period during which a Warrant may be exercised shall be
deemed the “Exercise Period” and the termination of such Exercise Period shall be deemed the
“Expiration Date”. Except with respect to the right to receive the Redemption Price (as set forth





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in Section 6 hereunder and defined therein), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, however, that the Company will provide notice to Registered Holders of such extension of
not less than 20 days and, further provided that any such extension shall be identical in duration
among all of the Warrants.




     3.3 Exercise of Warrants.







          3.3.1 Payment. Subject to the provisions of the Warrants and this Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof
by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, by paying in full in lawful money of the United States, in
cash, good certified check or good bank draft payable to the order of the Company, the Warrant
Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the
Ordinary Shares, and the issuance of the Ordinary Shares.












          3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to
the Registered Holder of such Warrant a certificate or certificates for the number of full Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless (i) a registration statement under the Act with
respect to the Ordinary Shares issuable upon such exercise is effective, or (ii) in the opinion of
counsel to the Company, the exercise of the Warrants is exempt from the registration requirements
of the Act and such securities are qualified for sale or exempt from qualification under applicable
securities laws of the states or other jurisdictions in which the Registered Holders reside.
Warrants may not be exercised by, or securities issued to, any registered holder in any state in
which such exercise or issuance would be unlawful. In no event will the Registered Holder of a
Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Ordinary
Shares, regardless of whether the Ordinary Shares underlying the Warrants is registered pursuant to
an effective registration statement.








          3.3.3 Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and non-assessable.




          3.3.4 Date of Issuance. Each person in whose name any such certificate for Ordinary
Shares is issued shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed,





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such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.




          3.3.5 Warrant Solicitation and Warrant Solicitation Fee.




     (a) The Company has engaged Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent
for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist
Maxim with respect to such solicitation, if requested by Maxim, and (ii) provide Maxim, and direct
the Company’s transfer agent and the Warrant Agent to deliver to Maxim, lists of the record and, to
the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the
Warrant Agent to cooperate with Maxim in every respect in connection with Maxim’s solicitation
activities, including, but not limited to, providing to Maxim, at the Company’s cost, a list of
record and beneficial holders of the Warrants and circulating a prospectus or offering circular
disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the
Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in
Section 3.3.5(b), Maxim shall accept payment of the warrant solicitation fee provided in Section
3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise
of the Warrants and only to the extent that an investor who exercises his Warrants specifically
designates, in writing, that Maxim solicited his, her or its exercise. In addition to soliciting,
either orally or in writing, the exercise of Warrants by a Registered Holder, such services may
also include disseminating information, either orally or in writing, to Warrant holders about the
Company or the market for the Company’s securities, or assisting in the processing of the exercise
of Warrants.



     (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give
written notice of such exercise to the Company and Maxim (“Warrant Agent’s Exercise Notice”). If,
upon the exercise of any Warrant more than one year from the effective date of the Registration
Statement (i) the market price of the Company’s Ordinary Shares is greater than the Warrant Price;
(ii) disclosure of compensation arrangements between the Company and Maxim with respect to the
solicitation of the exercise of the Warrants was made both at the time of the Public Offering and
at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law,
rule or regulation); (iii) the holder of the Warrant confirms in writing that the exercise of the
Warrant was solicited by Maxim; (iv) the Warrant was not held in a discretionary account; and (v)
the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule
or any successor rule may be in effect as of such time of exercise) promulgated under the
Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the
distribution of the Ordinary Shares underlying the Warrants so exercised in accordance with the
instructions from the Company following receipt of the proceeds to the Company received upon
exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price
to Maxim, provided that Maxim delivers to the Warrant Agent within ten (10) business days from the
date on which Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the
conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied.
Notwithstanding the foregoing, no fee will be paid to Maxim with respect to the exercise by the
Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it
or them and still held by them for its or their own account. Maxim and the Company may, at any time
during business hours, examine the



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records of the Warrant Agent, including its ledger of original Warrant certificates returned
to the Warrant Agent upon exercise of Warrants.



     (c) The provisions of this Section 3.3.5 may not be modified, amended or deleted without the
prior written consent of Maxim.



4. Adjustments.




     4.1 Stock Dividends Split Ups. If, after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a stock
dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
then, on the effective date of such stock dividend, split up or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding Ordinary Shares.



     4.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse stock split or reclassification of Ordinary Shares or other similar event,
then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.



     4.3 Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable
upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary
Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y)
the denominator of which shall be the number of Ordinary Shares so purchasable immediately
thereafter.



     4.4 Replacement of Securities upon Reorganization, etc. In case of any (i)
reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered
by Section 4.1 or 4.2 hereof or a change that solely affects the par value of such Ordinary
Shares); (ii) merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and that does not result
in any reclassification or reorganization of the outstanding Ordinary Shares); or (iii) sale or
conveyance to another corporation or entity of the assets or other property of the Company in its
entirety or substantially in its entirety in connection with which the Company is dissolved, the
Registered Holder shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the Registered Holder would have
received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to
such event; and if any reclassification also results in a change in Ordinary Shares covered by
Section 4.1 or 4.2 above, then such adjustment shall be made pursuant to



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Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.



     4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.4 above, then, in any such event, the Company shall give written notice to the
Registered Holder, at the last address set forth for such holder in the Warrant Register, of the
record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.



     4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to
the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round up to the nearest whole number the number of the Ordinary
Shares to be issued to the Registered Holder.



     4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment
pursuant to this Section 4 and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may at any time, in its sole discretion, make any change in the
form of Warrant that the Company may deem appropriate provided that such change does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



5. Transfer and Exchange of Warrants.




     5.1 Registration of Transfer. Upon surrender of any outstanding Warrant for transfer,
properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer, the Warrant Agent shall register the transfer, from time to time, upon the Warrant
Register. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so
cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.



     5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that if a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not
cancel such Warrant and issue new Warrants in exchange therefor until the Warrant



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Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.



     5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.



     5.4 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.



     5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by
the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.



6. Redemption.




     6.1 Redemption. Not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time after they become exercisable and prior to their expiration, at
the office of the Warrant Agent, upon the notice referred to in Section 6.3 below, at the price of
$.01 per Warrant (the “Redemption Price”), provided that the last sales price of Ordinary Shares
has been equal to or greater than $14.25 per share, on each of twenty (20) trading days within any
thirty (30) trading day period ending on the third business day prior to the date on which notice
of redemption is given. Notwithstanding the foregoing, the Registration Statement must be current
in order for the Company to exercise its redemption rights pursuant to this Section 6. The
provisions of this Section 6.1 may not be modified, amended or deleted without the prior written
consent of Maxim. The Private Warrants are not subject to this Section 6 provided they are held by
the initial purchasers thereof, or any of their permitted designees.



     6.2 Date Fixed for, and Notice of, Redemption. If the Company shall elect to redeem
all of the Warrants, the Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date
fixed for redemption to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.



     6.3 Exercise After Notice of Redemption. The Warrants may be exercised in accordance
with Section 3 of this Agreement at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On
and after the redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.



7. Other Provisions Relating to Rights of Registered Holders.




     7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof
to any of the rights of a stockholder of the Company, including, without limitation, the



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right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.



     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



     7.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep
available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this Agreement.



     7.4 Registration of Ordinary Shares. The Company agrees that prior to the commencement
of the Exercise Period, it shall use its best efforts to prepare and file with the SEC a
post-effective amendment to the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall use its best efforts to take such action as is
necessary to qualify for sale, in those states in which the Warrants were initially offered by the
Company, the Ordinary Shares issuable upon exercise of the Warrants. In either case, the Company
will use its best efforts to cause the same to become effective on or prior to the commencement of
the Exercise Period and to use its best efforts to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the provisions of this Warrant
Agreement; provided, however, the Company shall not be obligated to deliver Ordinary Shares and
shall not have penalties for failure to deliver Ordinary Shares if a registration statement is not
effective at the time of exercise by the holder. In addition, the Company agrees to use its
reasonable efforts to register such securities under the blue sky laws of the states of residence
of the exercising warrant holders to the extent an exemption is not available. The provisions of
this Section 7.4 may not be modified, amended or deleted without the prior written consent of
Maxim. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a
registration statement is current under the Act with respect to the Ordinary Shares issuable upon
exercise of the Warrants. In no event will the registered holder of a warrant be entitled to
receive a net-cash settlement or Ordinary Shares or other consideration as of result of the
Company’s non-compliance with this Section 7.4.



8. Concerning the Warrant Agent and Other Matters.




     8.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.



     8.2 Resignation, Consolidation, or Merger of Warrant Agent.



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          8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation, incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing, having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent, the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.




          8.2.2 Notice of Successor Warrant Agent. If a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer
agent for the Ordinary Shares not later than the effective date of any such appointment.




          8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant
Agent may be merged or with which it may be consolidated or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.




     8.3 Fees and Expenses of Warrant Agent.



          8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder as set forth on Exhibit A hereto, and
will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder.




          8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.




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     8.4 Liability of Warrant Agent.



          8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under
this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive
Officer or Chief Operating Officer of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement.




          8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s negligence, willful misconduct, or bad faith.




          8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it (i) be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; (ii) be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor (iii) by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to
this Agreement or any Warrant or as to whether any Ordinary Shares will, when issued, be valid,
fully paid and non-assessable.




     8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions set forth herein. The
Warrant Agent shall, among other things, account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant
Agent for the purchase of shares of the Company’s Ordinary Shares through the exercise of Warrants.



9. Miscellaneous Provisions.




     9.1 Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of each of their
respective successors and assigns.



     9.2 Notices. Any notice or other communication required, or which may be given
hereunder, shall be in writing and either be delivered (i) personally, (ii) by private national
courier service, or (iii) be mailed, certified or registered mail, return receipt requested,
postage prepaid. Notice shall be deemed given when so delivered personally or, if sent by private



11









 







national courier service, on the next business day after delivery to the courier, or, if
mailed, two business days after the date of mailing, as follows:


Asia Special Situation Acquisition Corp.

P.O. Box 309 GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands

Attn: President



Any notice, statement or demand authorized by this Agreement to be given or made by the Registered
Holder or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier service five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:







Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:                     







with a copy in each case to:



Richardson & Patel LLP

405 Lexington Avenue, 26th Floor

New York, New York 10174

Attn: Jody R. Samuels, Esq.




and



Maxim Group LLC

405 Lexington Avenue

New York, New York 10174

Attn: Clifford A. Teller




     9.3 Applicable law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall
be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.



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     9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders of and, for the purposes of Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof,
Maxim, any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. Maxim shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be
for the sole and exclusive benefit of the parties hereto (and Maxim with respect to the Sections
3.3.5, 6.1, 7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the Registered
Holders.



     9.5 Examination of the Agreement. A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of
New York, for inspection by any Registered Holder. The Warrant Agent may require any such holder to
submit his Warrant for inspection by it.



     9.6 Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



     9.7 Effect of Headings. The section headings herein are for convenience only and are
not part of this Agreement and shall not affect the interpretation thereof.



     9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of
the Registered Holders. All other modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period, shall require the written consent of each of
Maxim and the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period in accordance with Sections 3.1 and 3.2 above, respectively, without such consent.



     9.9 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.



[remainder of document continued on next page]




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     IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of
the day and year first above written.



	 	 	 
	Attest:                                         

	 	ASIA SPECIAL SITUATION ACQUISITION CORP.
	 
	 	 
	 

	 	By:                                                             
	 
	 	 
	



	Attest:                                         

	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 
	 	 
	



	 

	 	By:                                                             
	 

	 	Name:
	 

	 	Title: