MANAGEMENT AGREEMENTManagement Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January __, 2010, among WFM FUND LTD., a company organized under the laws of the Cayman Islands (the “Company”), and WESTON CAPITAL ASSET MANAGEMENT LLC, a limited liability company organized under the laws of Delaware, U.S.A. (the “Portfolio Manager”). The Company and the Portfolio Manager are collectively referred to as the “Parties”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”); Amalphis Group Inc., a British Virgin Islands corporation (“Amalphis”); Allied Provident Insurance Company Ltd., a Barbados exempted insurance company (“Allied Provident”); WFM Holdings Ltd., a Cayman Island exempted company (the “Buyer”); Weston Capital Asset Management LLC, a Delaware limited liability company (“Weston” or the “Portfolio Manager”); and Wimbledon Financing Master Fund Ltd., a Cayman Island exempted company (“Wimbledon” or the “Fund”). Amalphis, Allied Provident and the Buyer are hereinafter sometimes collectively referred to as the “Amalphis Parties.” The Fund and Weston are hereinafter sometimes collectively referred to as the “Wimbledon Parties”. ASSAC, the Amalphis Parties and the Wimbledon Parties are hereinafter sometimes collectively referred to individually as a “
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 1st, 2009 (the “Effective Date”), by and between Marshall Manley, a resident of Florida (the “Executive”), and Core Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp.), a Cayman Islands corporation (the “Company”).
Share Purchase Agreement among ASIA SPECIAL SITUATION ACQUISITION CORP. and MARSEILLES CAPITAL LLC and MARSHALL MANLEYAgreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • Florida
ASIA SPECIAL SITUATION ACQUISITION CORP., a Cayman Islands corporation (the "Company") with offices c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman
Asia Special Situation Acquisition Corp. c/o M&C Corporate Services Limited South Church Street George Town, Grand CaymanAsia Special Situation Acquisition Corp • January 7th, 2010 • Blank checks • New York
This letter will serve as our mutual agreement and understanding in respect of certain proposed transactions described below, pursuant to which it is contemplated that Stillwater Capital Partners, Inc. (“Stillwater”) and its affiliates, including Richard Rudy and Jack Doueck individually (collectively, with Stillwater, the “Stillwater Group”) will assist Asia Special Situation Acquisition Corp., a Cayman Islands special purpose acquisition corporation (“ASSAC”) in consummating a “business combination” (as that term is defined in ASSAC prospectus, declared effective by the SEC on January 16, 2008.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”); Gerova AB Holdings Ltd., a Cayman Islands exempted company (the “Buyer”); Stillwater Asset Backed Offshore Fund, Ltd., a Cayman Islands exempted company (“Stillwater ABOF Cayman”); Stillwater Asset Backed Fund SPV, a Cayman Islands exempted company (“Stillwater ABF SPV”); SABF II Onshore SPV, a Cayman Islands exempted company (“Stillwater ABF II SPV”); and Stillwater Capital Partners, Inc., a New York corporation (“Stillwater” or the “Investment Manager”). Stillwater ABOF Cayman, Stillwater ABF SPV and Stillwater ABF II SPV are hereinafter sometimes individually referred to as a “Fund” and collectively as the “Funds”. ASSAC and the Buyer are hereinafter sometimes collectively referred to as the “ASSAC Parties” and the Funds and Stillwater are hereinafter sometimes collectively referred to
RE: Engagement AgreementAsia Special Situation Acquisition Corp • January 7th, 2010 • Blank checks • California
We are pleased to submit this letter (the “Agreement”), which confirms the understanding between Asia Special Situation Acquisition Corp. (the “Company”or “ASSAC”), and ROTH Capital Partners, LLC, (“ROTH”), pursuant to which the Company has retained ROTH to act as its financial advisor in connection with a series of transactions, including the acquisition and financing of one or more offshore specialty insurance companies and the consolidation of the net assets of a series of investment funds with one or more of such insurance companies (the “Transactions”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 (the “Execution Date”), by and among AMALPHIS GROUP, INC., a British Virgin Islands corporation (the “Company” or “Amalphis”); ASIA SPECIAL SITUATION ACQUISITION CORP., L.P., a Cayman Islands corporation (“ASSAC”); RINEON GROUP, INC., a Nevada corporation (“Rineon”); NAT PROV HOLDINGS INC., a British Virgins Island corporation; and the other Persons who are or may become Parties to this Agreement prior to the Closing Date (individually, an “Additional Amalphis Shareholder” and collectively, the “Additional Amalphis Shareholders.” Rineon, Amalphis, ASSAC and the Additional Amalphis Shareholder(s) are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall of the meanings set forth in Article I of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [__], 2010 among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”), and _________________________ (the “ASSAC Shareholder”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of the 31st day of December 2009, by and among Asia Special Situation Acquisition Corp., a Cayman Islands corporation (“ASSAC”); Genova AB Fund Mergerco LP, a Delaware limited partnership (“Mergerco”); Stillwater Asset Backed Fund, LP, a Delaware limited partnership (“Stillwater AB Fund Delaware I.”); Stillwater Asset Backed Fund II, LP, a Delaware limited partnership (“Stillwater AB Fund Delaware II.”); Stillwater Capital Partners, LLC, a Delaware limited liability company (“SCP LLC”); and Stillwater Capital Partners, Inc., a New York corporation (“Stillwater”). The Stillwater AB Fund Delaware I and the Stillwater AB Fund Delaware II are hereinafter sometimes individually referred to as a “Fund” and collectively as the “Funds”. ASSAC and Mergerco are hereinafter sometimes collectively referred to as the “ASSAC Parties” and the Funds, the General Partner and Stillwater are hereinafter sometimes collectively ref
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 7th, 2010 • Asia Special Situation Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) entered into as of January ___, 2010 (the “Effective Date”), by and between STILLWATER CAPITAL PARTNERS, INC., a corporation organized under the laws of the State of New York (the “Investment Manager”), having a place of business at 41 Madison Avenue, 29th Floor, New York, New York 10010; GEROVA FINANCIAL GROUP, INC. (formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands company (the “Company”) having its registered office at c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands; and the other parties signatory hereto (collectively, with the Investment Manager and the Company, the “Parties.”
