FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp
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”).
10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp • 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 • August 6th, 2007 • Asia Special Situation Acquisition Corp • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY ASIA SPECIAL SITUATION ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET OR STOCK ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ______________, 2007 (180 DAYS FROM THE DATE HEREOF). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, _____________, 2012.
FORM OF WARRANT AGREEMENTWarrant Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp • 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 American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp
This Agreement is made as of _____, 2007 by and between Asia Special Situation Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2007 • Asia Special Situation Acquisition Corp
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”).
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”).
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”).
