November __, 2007 Asia Special Situation Acquisition Corp. South Church Street George Town, Grand Cayman Cayman Islands Maxim Group LLC
November
__, 2007
P.O.
Box
309GT, Xxxxxx House
South
Church Street
Xxxxxx
Town, Grand Cayman
Cayman
Islands
Maxim
Group LLC
000
Xxxxxxxxx Xxxxxx, 0xx
Floor
New
York,
New York 10174
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Re:
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Relevant
Business Opportunities
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Gentlemen:
Reference
is made to that certain letter agreement (the “Agreement”)
of
__________, the _________ of _________ (the “Company”),
dated
as of November ___, 2007 to Asia Special Situation Acquisition Corp.
(“ASSAC”)
and
Maxim Group LLC (“Maxim”).
Specifically, Section 3 of the Agreement provides that:
| “[i]n order to minimize potential conflicts which may arise from multiple affiliations, the undersigned agrees that until the earliest to occur of (a) the consummation by the Company of a Business Combination, (b) the liquidation of the Company, or (c) the undersigned ceasing to be a shareholder, officer or director of the Company, the undersigned will present to the board of directors of the Company for their consideration, and give the Company a right of first refusal to effect a Business Combination with (i) any corporate or business opportunity located in or principally doing business or investing in Asia that the undersigned has access to, whether individually or through a company the undersigned is or may become affiliated with, and (ii) which could reasonably be valued at 80% or more of the total dollar amount placed in the Company’s Trust Account upon consummation of the IPO (excluding deferred underwriting fees) (each a “Relevant Business Opportunity”).” |
The
undersigned is the __________ of the Company and hereby confirms that he/she
has
received a copy of, and has reviewed, the Agreement and that __________ does
not
have any pre-existing fiduciary and contractual obligations with the Company
that would conflict with the provisions of Section 3 of the Agreement.
This
letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts
of
law principles that would result in the application of the substantive laws
of
another jurisdiction. The undersigned hereby (i) agrees that any action,
proceeding or claim against his/her arising out of or relating in any way to
this letter agreement (a “Proceeding”)
shall
be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum and (iii) irrevocably agrees to appoint Xxxxxxx Xxxx as
agent
for the service of process in the State of New York to receive, for the
undersigned and on his/her behalf, service of process in any Proceeding. If
for
any reason such agent is unable to act as such, the undersigned will promptly
notify the Company and Xxxxx and appoint a substitute agent acceptable to each
of the Company and Maxim within 30 days and nothing in this letter will affect
the right of either party to serve process in any other manner permitted by
law.
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As
used
herein, the following capitalized terms shall have the meanings set forth
below:
(a) “Asia”
includes China as well as Japan, South Korea, Vietnam, Australia and New
Zealand, but will not include North Korea;
(b)
a
“Business Combination” shall mean the
acquisition of all or a controlling interest in one or more target businesses
through a capital stock exchange, asset acquisition, stock purchase, or other
similar transaction, including related contractual
arrangements,
of an
operating business that is either
located in Asia, provides products or services to customers located in Asia,
or
is investing in Asia; and
(c) “IPO”
shall mean the an initial public offering of the securities of
ASSAC.
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____________________________________
Print
Name
By:
___________________________
Its:
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