REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16th day of January, 2008, 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”).
10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
The undersigned, Asia Special Situation Acquisition Corp., a Cayman Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE CONSUMMATION BY ASIA SPECIAL SITUATION ACQUISITION CORP. ("COMPANY") OF A CAPITAL STOCK EXCHANGE, ASSET OR STOCK ACQUISITION, CONTRACTUAL ARRANGEMENT IN WHICH THE COMPANY ACQUIRES CONTROL OF A TARGET BUSINESS OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, JANUARY 16, 2013.
WARRANT AGREEMENTWarrant Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of January 16, 2008, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
This Agreement is made as of January 16, 2008 by and between Asia Special Situation Acquisition Corp. (the “Company”) whose principal office is located at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this 16th day of January, 2008 for the benefit of Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), having its principal place of business at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each a “Subscriber” and collectively, the “Subscribers”).
MANAGEMENT AGREEMENTManagement Agreement • January 26th, 2010 • Gerova Financial Group LTD • Blank checks • New York
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January 20, 2010, among WFM HOLDINGS LTD., a company organized under the laws of the Cayman Islands (the “Company”), and WESTON CAPITAL ASSET MANAGEMENT LLC, a limited liability company organized under the laws of Delaware, U.S.A. (the “Portfolio Manager”). The Company and the Portfolio Manager are collectively referred to as the “Parties”)
Amended and Restated STOCK PURCHASE AGREEMENT ASIA SPECIAL SITUATION ACQUISITION CORP. as the Purchaser of Capital Stock of CHINA TEL GROUP, INC. Dated: as of July 31, 2008Stock Purchase Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into this 6th day of August, 2008, to be effective as of July 31, 2008 (the “Effective Date”), by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Purchaser”); China Tel Group, Inc., a Nevada corporation, formerly known as Mortlock Ventures, Inc. (the “Company”); Trussnet USA, Inc., a Nevada corporation (“Trussnet”); and George Alvarez and the other Persons listed on the signature page as “Company Principal Stockholders.” The Purchaser, the Company, Trussnet and the Company Principal Stockholders are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
PLEDGE AGREEMENTPledge Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks
THIS PLEDGE AGREEMENT ("Agreement"), dated as of December ___, 2007, is executed by and between Ho Capital Management LLC, a Delaware limited liability company having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024 ("HCM"); Noble Investment Fund Ltd., a company formed under the laws of Gibraltar having an address at World Trade Center, Via Lugano 11, 6982 Lugano-Agno, Switzerland ("Noble"); and Hodgson Russ, LLP, a law firm formed under the laws of the State of New York and having an office at 1540 Broadway, 24th floor, New York, New York 10036 (the “Collateral Agent”). HCM, Noble and their respective officers, directors, members, authorized representatives and affiliates are hereinafter sometimes collectively referred to as the “Business Parties.”
OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC a Delaware Limited Liability Company Dated as of December ___, 2007Operating Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks • Delaware
THIS OPERATING AGREEMENT (this “Agreement“) of HO CAPITAL MANAGEMENT LLC (the “Company”) is entered into as of the ___ day of December, 2007, by and among the Person(s) whose name(s) and address(es) appear on Exhibit A annexed hereto (individually, a “Member” and collectively, the “Members”), as the same may be amended from time to time, and the Company, pursuant to the provisions of the Delaware Limited Liability Company Act, on the following terms and conditions:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”); Amalphis Group Inc., a British Virgin Islands corporation (“Amalphis”); Allied Provident Insurance Company Ltd., a Barbados exempted insurance company (“Allied Provident”); WFM Holdings Ltd., a Cayman Island exempted company (the “Buyer”); Weston Capital Asset Management LLC, a Delaware limited liability company (“Weston” or the “Portfolio Manager”); and Wimbledon Financing Master Fund Ltd., a Cayman Island exempted company (“Wimbledon” or the “Fund”). Amalphis, Allied Provident and the Buyer are hereinafter sometimes collectively referred to as the “Amalphis Parties.” The Fund and Weston are hereinafter sometimes collectively referred to as the “Wimbledon Parties”. ASSAC, the Amalphis Parties and the Wimbledon Parties are hereinafter sometimes collectively referred to individually as a “
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated August 6, 2008, is made and entered into as of the 31st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"); CHINA TEL GROUP, INC., a Nevada corporation ("CHTL"); GEORGE ALVAREZ (“Alvarez”); and CHTL ACQUISITION CORP., a Nevada corporation (“Mergerco”). Alvarez and the other Persons listed on Schedule A annexed hereto and made a part hereof who are holders of CHTL Class B Common Stock are hereinafter collectively referred to as the “CHTL Principal Shareholders” and ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco are hereinafter sometimes collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of April 1, 2010 (the “Effective Date”), by and between LOU E. HENSLEY, a resident of North Carolina (the “Executive”) and GEROVA Financial Group, Ltd., a Cayman Islands corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 16, 2008 (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”).
Share Purchase Agreement among ASIA SPECIAL SITUATION ACQUISITION CORP. and MARSEILLES CAPITAL LLC and MARSHALL MANLEYShare Purchase Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • Florida
ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands corporation (the "Company") with offices c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman
FORM OF PLEDGE AGREEMENTPledge Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
THIS PLEDGE AGREEMENT ("Agreement"), dated as of ___________ __, 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman; CHINA TEL GROUP, INC., a Nevada corporation (“CHTL”) having an office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618; and HORWITZ, CRON & JASPER, P.L.C., a law firm formed under the laws of the State of California (the “Collateral Agent”) and having an office at Four Venture Plaza, Suite 390, Irvine, CA 92618. ASSAC, CHTL and their respective officers, directors, shareholders, authorized representatives and affiliates are hereinafter sometimes collectively referred to as the “Business Parties.”
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec
AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of May 25, 2010, by and among GEROVA Financial Group, Ltd. (formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempted company, with offices at Cumberland House, 5th Floor, 1 Victoria Street, Hamilton, HM 11, Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 1004 (“Warrant Agent”).
Asia Special Situation Acquisition Corp. c/o M&C Corporate Services Limited South Church Street George Town, Grand CaymanLetter of Intent • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
This letter will serve as our mutual agreement and understanding in respect of certain proposed transactions described below, pursuant to which it is contemplated that Stillwater Capital Partners, Inc. (“Stillwater”) and its affiliates, including Richard Rudy and Jack Doueck individually (collectively, with Stillwater, the “Stillwater Group”) will assist Asia Special Situation Acquisition Corp., a Cayman Islands special purpose acquisition corporation (“ASSAC”) in consummating a “business combination” (as that term is defined in ASSAC prospectus, declared effective by the SEC on January 16, 2008.
TERMINATION AND MUTUAL RELEASE AGREEMENTTermination and Mutual Release Agreement • November 7th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • California
This TERMINATION AND MUTUAL RELEASE AGREEMENT (“Agreement”) is made and entered into effective as of November 3, 2008, by and between CHINA TEL GROUP, INC., a Nevada corporation (“CHTL”), and ASIA SPECIAL SITUATION ACQUISITION CORPORATION, a Cayman Islands corporation (“ASSAC”). CHTL and ASSAC shall be individually referred to as a “Party” and collectively referred to herein as the “Parties”.
November __, 2007 Asia Special Situation Acquisition Corp. South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLCRelevant Business Opportunities Agreement • November 2nd, 2007 • Asia Special Situation Acquisition Corp • Blank checks
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”); Gerova AB Holdings Ltd., a Cayman Islands exempted company (the “Buyer”); Stillwater Asset Backed Offshore Fund, Ltd., a Cayman Islands exempted company (“Stillwater ABOF Cayman”); Stillwater Asset Backed Fund SPV, a Cayman Islands exempted company (“Stillwater ABF SPV”); SABF II Onshore SPV, a Cayman Islands exempted company (“Stillwater ABF II SPV”); and Stillwater Capital Partners, Inc., a New York corporation (“Stillwater” or the “Investment Manager”). Stillwater ABOF Cayman, Stillwater ABF SPV and Stillwater ABF II SPV are hereinafter sometimes individually referred to as a “Fund” and collectively as the “Funds”. ASSAC and the Buyer are hereinafter sometimes collectively referred to as the “ASSAC Parties” and the Funds and Stillwater are hereinafter sometimes collectively referred to
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2010 • Gerova Financial Group LTD • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 20, 2010 by and among Asia Special Situation Acquisition Corp., a Cayman Islands exempt company (“ASSAC”) (to be renamed GEROVA Financial Group Ltd.), Stillwater Capital Partners, LLC, a Delaware limited liability company (“SCP LLC”), Stillwater Capital Partners, Inc., a New York corporation (“SCP Inc.”, and collectively with SCP LLC, “Stillwater”), Wimbledon Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon”), and Wimbledon Real Estate Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon Real Estate”).
RE: Engagement AgreementEngagement Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • California
We are pleased to submit this letter (the “Agreement”), which confirms the understanding between Asia Special Situation Acquisition Corp. (the “Company”or “ASSAC”), and ROTH Capital Partners, LLC, (“ROTH”), pursuant to which the Company has retained ROTH to act as its financial advisor in connection with a series of transactions, including the acquisition and financing of one or more offshore specialty insurance companies and the consolidation of the net assets of a series of investment funds with one or more of such insurance companies (the “Transactions”).
White Energy Company Limited Level 11, 213 Miller StreetShare Exchange Agreement • July 14th, 2009 • Asia Special Situation Acquisition Corp • Blank checks
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2007 • Asia Special Situation Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this day of 2007 for the benefit of Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), having its principal place of business at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each a “Subscriber” and collectively, the “Subscribers”).
MERGER IMPLEMENTATION AGREEMENT DATED: AUGUST 17, 2009Merger Implementation Agreement • August 20th, 2009 • Asia Special Situation Acquisition Corp • Blank checks • New South Wales
ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands exempted company (the “Purchaser”), having its registered office at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands;
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 (the “Execution Date”), by and among AMALPHIS GROUP, INC., a British Virgin Islands corporation (the “Company” or “Amalphis”); ASIA SPECIAL SITUATION ACQUISITION CORP., L.P., a Cayman Islands corporation (“ASSAC”); RINEON GROUP, INC., a Nevada corporation (“Rineon”); NAT PROV HOLDINGS INC., a British Virgins Island corporation; and the other Persons who are or may become Parties to this Agreement prior to the Closing Date (individually, an “Additional Amalphis Shareholder” and collectively, the “Additional Amalphis Shareholders.” Rineon, Amalphis, ASSAC and the Additional Amalphis Shareholder(s) are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall of the meanings set forth in Article I of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [__], 2010 among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”), and _________________________ (the “ASSAC Shareholder”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • April 13th, 2010 • Gerova Financial Group LTD • Blank checks • Florida
This Share Repurchase Agreement (this “Agreement”) is made and entered into as of April 8, 2010 by and among Gerova Financial Group, Ltd. (formerly Asia Special Acquisition Corp.), a Cayman Islands corporation (the “Company”), Marseilles Capital LLC, a Florida limited liability company (“Marseilles”), and Marshall Manley, a resident of Florida (“Manley”). The Company, Marseilles and Manley are hereinafter collectively referred to as the “Parties” and each individually as a “Party.” This Agreement shall become effective as of the date the Parties have executed this Agreement (the “Effective Date”).
NOBLE INVESTMENT FUND LIMITED World Trade Centre Via Lugano 11 Switzerland tel: (011) 39 3488928042Basic Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp
This letter will serve to set forth our amended and restated basic agreement and understanding with respect to the ownership and capitalization of Ho Interactive LLC, a Delaware limited liability company, to be renamed Ho Capital Management LLC (the “Sponsor”) and the formation and operation of Asia Special Situation Acquisition Corp., a Cayman Island business combination company to be capitalized to acquire one or more businesses in Asia (the “SPAC”).
SHARE EXCHANGE AGREEMENT DATED: MARCH 12, 2009Share Exchange Agreement • March 16th, 2009 • Asia Special Situation Acquisition Corp • Blank checks • New South Wales
ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands corporation (the “Purchaser”), having an office at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman Island, Cayman Islands;
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2010 by and among GEROVA Financial Group, Ltd. (formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempt company (“GEROVA”); Stillwater Capital Partners, LLC, a Delaware limited liability company (“SCP LLC”); Stillwater Capital Partners, Inc., a New York corporation (“SCP Inc.”, and collectively with SCP LLC, “Stillwater”); Wimbledon Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon”); Wimbledon Real Estate Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon Real Estate”); Rineon Group, Inc., a Nevada corporation (“Rineon”); NatProv Holdings Ltd., a British Virgin Islands corporation (“NatProv”); IP Global LLC, a Delaware limited liability company (“IPG”); Bleecker Holdings Corp., a Delaware corporation (“Bleecker”); Kingswood Capital Partners LLC, a Delaware limited liability company (“Kingswood”); and Adam Le
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp • New York
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 American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • October 1st, 2007 • Asia Special Situation Acquisition Corp • Blank checks • New York
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”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • April 13th, 2010 • Gerova Financial Group LTD • Blank checks
This Separation Agreement and Release (this Agreement”), is made and entered as of the 8th day of April, 2010 (the “Effective Date”), by and between Gerova Financial Group, LTD. (formerly Asia Special Situation Acquisition Corp.), a Cayman Islands corporation (the “Corporation”) on the one hand, and Marshall Manley (the “Executive”), on the other hand.
