EX-10.3



 





Exhibit 10.3




FORM OF STOCK ESCROW AGREEMENT








     STOCK ESCROW AGREEMENT, dated as of                     , 2007 (the “Agreement”), by and among Asia
Special Situation Acquisition Corporation, a Cayman Islands corporation (“Company”), the
undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the
“Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation
(“Escrow Agent”).











     WHEREAS, the Company has entered into an Underwriting Agreement, dated [          ], 2007
(“Underwriting Agreement”) with Maxim Group LLC (“Maxim”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase 10,000,000 units (not including the underwriters’
over-allotment option) (“Units”) of the Company. Each Unit consists of one share of the Company’s
ordinary shares (“Ordinary Shares”), par value $.0001 per share, and one warrant (“Warrant”), each
Warrant to purchase one Ordinary Share, all as more fully described in the Company’s prospectus,
dated [                    ], 2007 (“Prospectus”) comprising part of the Company’s Registration Statement on Form
S-1 (File No. 333-145163) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [                    ], 2007 (“Effective Date”).







     WHEREAS, the Initial Stockholders have agreed, as a condition of the Underwriters’ obligation,
to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public to
deposit all of their Ordinary Shares, as set forth opposite their respective names in Exhibit A
attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.



     WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the
Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.



     IT IS AGREED:



     1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and
the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.



     2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial
Stockholders shall deliver to the Escrow Agent certificates representing his or her respective
Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each
Initial Stockholder acknowledges that the certificate representing his or her Escrow Shares is
legended to reflect the deposit of such Escrow Shares under this Agreement.



     3. Disbursement of the Escrow Shares. Except as set forth herein, the Escrow Agent
shall hold the Escrow Shares until the third anniversary of the Effective Date (the “Escrow
Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse
each of the Initial Stockholder’s Escrow Shares to such Initial Stockholder; provided, however,
that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company
is being liquidated at any time during the Escrow Period, then the Escrow Agent shall



 









 




promptly destroy the certificates representing the Escrow Shares; provided further, that if,
after the Company consummates a Business Combination (as such term is defined in the Registration
Statement), it (or the surviving entity) subsequently consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of its stockholders having the right to
exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will,
upon consummation of such transaction, release the Escrow Shares to the Initial Stockholders so
that they can similarly participate. The Escrow Agent shall have no further duties hereunder after
the disbursement or destruction of the Escrow Shares in accordance with this Section 3.




     4. Rights of Initial Stockholders in Escrow Shares.



          4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall
retain all of their rights as stockholders of the Company during the Escrow Period, including,
without limitation, the right to vote such shares.




          4.2 Dividends and Other Distributions in Respect of the Escrow Shares. During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the
Initial Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As
used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.




          4.3 Restrictions on Transfer. Except as set forth in Section 3.2, during the Escrow
Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares
except (i) by gift to a member of Initial Stockholder’s immediate family or to a trust or other
entity, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s
immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial
Stockholder, (iii) pursuant to a qualified domestic relations order, (iv) to an entity that is an
Initial Stockholder, (v) to any person or entity controlling, controlled by, or under common
control with, an Initial Stockholder or (vi) with respect to an Initial Stockholder who is an
individual, to an entity controlled by such Initial Stockholder or to a member of Initial
Stockholder’s immediate family or to a trust, the beneficiary of which is an Initial Stockholder;
provided, however, that such permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the
Insider Letter signed by the Initial Stockholder transferring the Escrow Shares. During the Escrow
Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Shares
or grant a security interest in their rights under this Agreement.




          4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement
with Maxim and the Company, dated as of the Effective Date, and which is filed as an exhibit to the
Registration Statement (the “Insider Letter”), respecting the rights and obligations of such
Initial Stockholder in certain events, including, but not limited to, the liquidation of the
Company.




     5. Concerning the Escrow Agent.



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          5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and in the exercise of its own best judgment, and may rely
conclusively, and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper
person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a writing delivered
to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall have given its prior written consent thereto.




          5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the
Company from and against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services
of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or
losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after
the Escrow Agent’s receipt of notice of any demand or claim or the commencement of any action, suit
or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of
the receipt of such notice, the Escrow Agent, in its sole discretion, may (i) commence an action in
the nature of interpleader in an appropriate court to determine ownership or disposition of the
Escrow Shares, (ii) deposit the Escrow Shares with the clerk of any appropriate court, or (iii)
retain the Escrow Shares pending receipt of a final, non appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what circumstances the
Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive
if the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.




          5.3 Compensation. The Escrow Agent shall be entitled to reasonable compensation from
the Company for all services rendered by it hereunder, as set forth on Exhibit B hereto. The Escrow
Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel,
advisor and agent fees and disbursements and all taxes or other governmental charges.




          5.4 Further Assurances. From time to time on and after the date hereof, the Company
and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such
further documents and instruments, and shall do or cause to be done such further acts, as the
Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of
this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting
hereunder.




          5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its
duties as escrow agent hereunder by its giving the other parties hereto written notice. Such
resignation shall become effective at such time that the Escrow Agent shall turn over the



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Escrow Shares held hereunder to a successor escrow agent appointed by the Company and approved
by Maxim. If no new escrow agent is so appointed within the 60 day period following the Escrow
Agent’s notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it
deems appropriate.




          5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by the other parties
hereto, jointly; provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.




          5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent
shall not be relieved from liability hereunder for its own gross negligence or its own willful
misconduct.




     6. Miscellaneous.



          6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State of New York. Each of the parties
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. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.




          6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledge
that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be
modified or changed without the prior written consent of Maxim.




          6.3 Entire Agreement. This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as expressly provided herein, may not
be changed or modified except by an instrument in writing signed by the party to be charged.




          6.4 Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation thereof.




          6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and each of their legal representatives, successors and assigns.




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




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If to the Company, to:



Asia Special Situation Acquisition Corp.

P.O. Box 309 GT, Ugland House

South Church Street

George Town, Grand Cayman

Cayman Islands



Attn:

Fax No.:



 If to a Stockholder, to his address set forth in Exhibit A.



and if to the Escrow Agent, to:







Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:                                         

Fax No.: (          )           -          







A copy of any notice sent hereunder shall be sent 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:




     The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice of any such change in the manner provided herein for giving
notice.



          6.7 Liquidation of Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company if the Company fails to consummate a
Business Combination within the time period(s) specified in the Prospectus.




          6.8 Counterparts. This Agreement may be executed in several counterparts, each one of
which shall constitute an original and may be delivered by facsimile transmission and together
shall constitute one instrument.




     WITNESS the execution of this Agreement as of the date first above written.



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	ASIA SPECIAL SITUATION ACQUISITION CORP.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






	 	 	 
	INITIAL STOCKHOLDERS:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 










CONTINENTAL STOCK TRANSFER

& TRUST COMPANY








	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 






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EXHIBIT A




	 	 	 	 	 
	 	 	Number	 	Stock
	 Name and Address of Initial Stockholder	 	of Shares	 	Certificate Number
	 
	 	 	 	 






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   EXHIBIT B




 Escrow Agent Fees




$                     annually for acting agent escrow fee.




Initial acceptance fee and first year agent fee to be paid at closing.





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