REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 16th day of January, 2008, 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”).
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,...Asia Special Situation Acquisition Corp • January 25th, 2008 • 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, JANUARY 16, 2013.
10,000,000 Units ASIA SPECIAL SITUATION ACQUISITION CORP. FORM OF UNDERWRITING AGREEMENTWarrant Agreement • January 25th, 2008 • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
This Agreement is made as of January 16, 2008 by and between Asia Special Situation Acquisition Corp. (the “Company”) whose principal office is located at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
WARRANT AGREEMENTWarrant Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of January 16, 2008, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this 16th day of January, 2008 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 25th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 16, 2008 (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”).
