AGREEMENT
AGREEMENT
THIS
AGREEMENT (this “Agreement”), dated as of
January 13, 2010, is made by and among ASIA SPECIAL SITUATION ACQUISITION CORP.,
a Cayman Islands exempted company (“ASSAC”), and VICTORY PARK
CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as
investment manager and other purchasers acceptable to Victory Park Capital
Advisors, LLC and ASSAC (collectively, “Victory Park”).
WHEREAS,
ASSAC was organized for the purpose of acquiring control of one or more
unidentified operating businesses, through a capital stock exchange, asset
acquisition, stock purchase, or other similar transaction, including obtaining a
majority interest through contractual arrangements (“Business
Combination”);
WHEREAS,
ASSAC consummated an initial public offering in January 2008 (“IPO”) in connection with which
it raised gross proceeds of approximately $115 million, a significant portion of
which was placed in a trust account (the “Trust Account”) maintained by
Continental Stock Transfer and Trust Company (“Continental”) pending the
consummation of a Business Combination, or the dissolution and liquidation of
Buyer in the event it is unable to consummate a Business Combination on or prior
to January 23, 2010;
WHEREAS,
Asia Special Situation has entered into acquisition agreements to acquire (i)
the assets and liabilities or equity interests of various pooled investment
vehicles managed by Stillwater Capital Partners, Inc.; (ii) an 81.5% controlling
interest in Amalphis Group, Inc.; (iii) the assets and investments held by
Wimbledon Financing Master Fund Ltd. and Wimbledon Real Estate Financing Fund
Ltd.; and (iv) all of the equity of Northstar Group Holdings, Ltd. and its
wholly-owned subsidiaries, Northstar Reinsurance, Ltd. and Northstar Reinsurance
Ireland Ltd. ((i)-(iv), collectively, the “Acquisitions”);
and
WHEREAS,
the approval of the Acquisitions are contingent upon, among other things, the
affirmative vote of holders of a majority of the outstanding ordinary shares of
ASSAC which are present and entitled to vote at the meeting called to approve
the Acquisition;
WHEREAS,
pursuant to certain provisions in Buyer’s memorandum and articles of
association, a holder of Buyer’s ordinary shares issued in the IPO may, if it
votes against the Acquisitions, demand that Buyer convert such ordinary shares
into cash (“Conversion
Rights”);
WHEREAS,
the Acquisitions cannot be consummated if holders of 35% or more of the ASSAC
ordinary shares issued in the IPO exercise their Conversion Rights.
NOW,
THEREFORE, the undersigned parties agree as follows:
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1.
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Agreement to Make
Purchases of ASSAC Ordinary Shares. Victory Park agrees
to use its reasonable best efforts to make privately negotiated purchases
of up to approximately 7,475,000 ASSAC ordinary shares at purchase prices
not to exceed $10.00 per share (at the discretion of ASSAC) on or prior to
January 19, 2010, provided that ASSAC agrees to enter into the form of
forward contract (“Forward Contract”)
attached hereto as Annex A with
the purchaser of such ordinary shares in connection therewith. Purchases
by Victory Park shall not begin until ASSAC has publicly announced that it
has entered into that certain Term Sheet dated January 11, 2010 and this
Agreement.
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2.
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Fees. In
addition, in exchange for its services in aggregating blocks of shares for
purchase by Victory Park from ASSAC stockholders that have indicated an
intention to convert their ASSAC ordinary shares and or vote against the
Acquisitions, ASSAC shall pay to Victory Park on the earlier of (i) the
Closing Date (as defined in the Forward Contract) or (ii) February 8,
2010, a fee equal to 1.0% of the cost to Victory Park of all ASSAC
ordinary shares purchased by Victory Park from third parties whether or
not the Acquisitions are
consummated.
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3.
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Expenses. All
costs and expenses incurred in connection with the transactions
contemplated by this Agreement, including, without limitation, legal fees
and expenses and all other out-of-pocket costs and expenses of third
parties incurred by a party in connection with the negotiation and
effectuation of the terms and conditions of this Agreement and the
transactions contemplated thereby, shall be the obligation of the
respective party incurring such fees and expenses; provided that ASSAC
shall pay up to $50,000 of the documented costs and expenses incurred by
Victory Park in connection with the transactions contemplated by this
Agreement, it being understood that ASSAC has, prior to the date hereof,
deposited $25,000 with Victory Park in furtherance of the
foregoing.
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4.
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Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
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5.
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Governing Law;
Jurisdiction. 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 and irrevocably waive
trial by jury.
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[Signature
page to follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
| ASIA SPECIAL SITUATION ACQUISITION CORP. | ||
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By:
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Name:
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Title:
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| VICTORY PARK CAPITAL ADVISORS, LLC | ||
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By:
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Name:
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Title:
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