0000950136-06-000708 Sample Contracts

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NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2010
Ascend Acquisition Corp. • February 3rd, 2006

is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Ascend Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2007, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock

BETWEEN
Underwriting Agreement • February 3rd, 2006 • Ascend Acquisition Corp. • New York
SUBSCRIPTION AGREEMENT
Subscription Agreement • February 3rd, 2006 • Ascend Acquisition Corp.

The undersigned hereby subscribes for and agrees to purchase 208,334 units ("Insider Units"), each consisting of one share of common stock and two warrants, each to purchase one share of common stock, of Ascend Acquisition Corp. (the "Corporation"), at $6.00 per Insider Unit for an aggregate purchase price of $1,250,004 ("Purchase Price"). The purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO"). The Insider Units will be sold to the undersigned on a private placement basis and not part of the IPO.

OF
Ascend Acquisition Corp. • February 3rd, 2006 • New York
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