10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2007 • 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:
FORM OF WARRANT AGREEMENTWarrant Agreement • October 1st, 2007 • Asia Special Situation Acquisition Corp • Blank checks • New York
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”).
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”).
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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2007 • Asia Special Situation Acquisition Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2007, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2007 • Asia Special Situation Acquisition Corp • Blank checks
This Agreement is made as of , 2007 by and between Asia Special Situation Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
