0001144204-10-031474 Sample Contracts

AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • June 2nd, 2010 • Gerova Financial Group LTD • Insurance carriers, nec

AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), dated as of May 25, 2010, by and among GEROVA Financial Group, Ltd. (formerly, Asia Special Situation Acquisition Corp.), a Cayman Islands exempted company, with offices at Cumberland House, 5th Floor, 1 Victoria Street, Hamilton, HM 11, Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 1004 (“Warrant Agent”).

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