10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 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:
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 • November 2nd, 2007 • 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, _____________, 2012.
FORM OF WARRANT AGREEMENTWarrant Agreement • November 2nd, 2007 • Asia Special Situation Acquisition Corp • Blank checks • New York
PLEDGE AGREEMENTPledge Agreement • November 2nd, 2007 • Asia Special Situation Acquisition Corp • Blank checks
THIS PLEDGE AGREEMENT ("Agreement"), dated as of __________ ___, 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 November ___, 2007Operating Agreement • November 2nd, 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 November, 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:
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
