Amended and Restated STOCK PURCHASE AGREEMENT ASIA SPECIAL SITUATION ACQUISITION CORP. as the Purchaser of Capital Stock of CHINA TEL GROUP, INC. Dated: as of July 31, 2008Stock Purchase Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”), is entered into this 6th day of August, 2008, to be effective as of July 31, 2008 (the “Effective Date”), by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Purchaser”); China Tel Group, Inc., a Nevada corporation, formerly known as Mortlock Ventures, Inc. (the “Company”); Trussnet USA, Inc., a Nevada corporation (“Trussnet”); and George Alvarez and the other Persons listed on the signature page as “Company Principal Stockholders.” The Purchaser, the Company, Trussnet and the Company Principal Stockholders are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated August 6, 2008, is made and entered into as of the 31st day of July 2008, by and among ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"); CHINA TEL GROUP, INC., a Nevada corporation ("CHTL"); GEORGE ALVAREZ (“Alvarez”); and CHTL ACQUISITION CORP., a Nevada corporation (“Mergerco”). Alvarez and the other Persons listed on Schedule A annexed hereto and made a part hereof who are holders of CHTL Class B Common Stock are hereinafter collectively referred to as the “CHTL Principal Shareholders” and ASSAC, CHTL, the CHTL Principal Shareholders, and Mergerco are hereinafter sometimes collectively referred to as the “Parties.”
FORM OF PLEDGE AGREEMENTPledge Agreement • August 12th, 2008 • Asia Special Situation Acquisition Corp • Blank checks
THIS PLEDGE AGREEMENT ("Agreement"), dated as of ___________ __, 2008, is executed by and between ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Island corporation ("ASSAC"), having an office c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman; CHINA TEL GROUP, INC., a Nevada corporation (“CHTL”) having an office at 8105 Irvine Center Drive, Suite 800, Irvine, CA 92618; and HORWITZ, CRON & JASPER, P.L.C., a law firm formed under the laws of the State of California (the “Collateral Agent”) and having an office at Four Venture Plaza, Suite 390, Irvine, CA 92618. ASSAC, CHTL and their respective officers, directors, shareholders, authorized representatives and affiliates are hereinafter sometimes collectively referred to as the “Business Parties.”
