FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks • New York
This Agreement is made as of _____, 2007 by and between Asia Special Situation Acquisition Corp. (the “Company”) whose principal office is located at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
PLEDGE AGREEMENTPledge Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks
THIS PLEDGE AGREEMENT ("Agreement"), dated as of December ___, 2007, is executed by and between Ho Capital Management LLC, a Delaware limited liability company having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024 ("HCM"); Noble Investment Fund Ltd., a company formed under the laws of Gibraltar having an address at World Trade Center, Via Lugano 11, 6982 Lugano-Agno, Switzerland ("Noble"); and Hodgson Russ, LLP, a law firm formed under the laws of the State of New York and having an office at 1540 Broadway, 24th floor, New York, New York 10036 (the “Collateral Agent”). HCM, Noble and their respective officers, directors, members, authorized representatives and affiliates are hereinafter sometimes collectively referred to as the “Business Parties.”
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __day of ____2007 for the benefit of Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the “Company”), having its principal place of business at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each a “Subscriber” and collectively, the “Subscribers”).
OPERATING AGREEMENT OF HO CAPITAL MANAGEMENT LLC a Delaware Limited Liability Company Dated as of December ___, 2007Operating Agreement • December 17th, 2007 • Asia Special Situation Acquisition Corp • Blank checks • Delaware
THIS OPERATING AGREEMENT (this “Agreement“) of HO CAPITAL MANAGEMENT LLC (the “Company”) is entered into as of the ___ day of December, 2007, by and among the Person(s) whose name(s) and address(es) appear on Exhibit A annexed hereto (individually, a “Member” and collectively, the “Members”), as the same may be amended from time to time, and the Company, pursuant to the provisions of the Delaware Limited Liability Company Act, on the following terms and conditions:
