MANAGEMENT AGREEMENTManagement Agreement • January 26th, 2010 • Gerova Financial Group LTD • Blank checks • New York
THIS MANAGEMENT AGREEMENT (“Agreement”) is made as of January 20, 2010, among WFM HOLDINGS 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”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2010 • Gerova Financial Group LTD • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 20, 2010 by and among Asia Special Situation Acquisition Corp., a Cayman Islands exempt company (“ASSAC”) (to be renamed GEROVA Financial Group Ltd.), Stillwater Capital Partners, LLC, a Delaware limited liability company (“SCP LLC”), Stillwater Capital Partners, Inc., a New York corporation (“SCP Inc.”, and collectively with SCP LLC, “Stillwater”), Wimbledon Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon”), and Wimbledon Real Estate Financing Master Fund Ltd., a Cayman Islands exempt company (“Wimbledon Real Estate”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 26th, 2010 • Gerova Financial Group LTD • Blank checks • New York
INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) entered into as of January 20, 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, LTD. (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.”
