Form of Investment Management Agreement

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2007 by and between Asia Special Situation Acquisition Corp. (the " Company" ) and Continental Stock Transfer & Trust Company (" Trustee" ). WHEREAS, the Company' s Registration Statement on Form S-1, File No. 333-145163 (" Registration Statement" ), for its initial public offering of securities (" IPO" ) has been declared effective on [___], 2007 by the Securities and Exchange Commission (" Effective Date" ); and WHEREAS, the Company has issued securities in a private placement (the " Placement" ); and
WHEREAS, Maxim Group LLC (" Maxim" ) is acting as the representative of the underwriters (the " Underwriters" ); and WHEREAS, as described in the Company' s Registration Statement, (i) in accordance with the Company' s Amended and Restated Certificate of Incorporation, $100,000,000 of the net proceeds of the IPO ($115,000,000 if the Underwriters' over-allotment option is exercised in full), (ii) in accordance with the Subscription Agreement, dated as of [___], 2007, among the Company and certain purchasers, $5,725,000 of the gross proceeds of the Placement (together with the IPO proceeds, the " Base Deposit" ), and (iii) in accordance with the Underwriting Agreement, dated [___], 2007, between the Company and Maxim, as representative of the Underwriters, an additional $3,000,000 ($3,450,000 if the Underwriters' over-allotment option is exercised in full), representing a portion of the Underwriters' discount (the " Deferred Discount" ), $100,000,000 will be delivered to the Trustee as of [___], 2007 to be deposited and held in a trust account for the benefit of the Company, the public holders of the Ordinary Shares, par value $.0001 per share, of the Company (" Ordinary Shares" ) included in the units of the Company' s securities issued in the IPO (the " Units" ) and Maxim and the Underwriters. The amount to be delivered to the Trustee will be referred to herein as the " Property," the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders," and the Public Stockholders, the Company and Maxim and the Underwriters will be referred to together as the " Beneficiaries" ; and WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in segregated trust accounts (" Trust Account" ) established by the Trustee with Deutsche Bank Trust Company Americas; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in any " Government Security" or in money market funds selected by the Company meeting the conditions specified in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company. As used herein, " Government Security" means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days or less; (d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the " Property," as such term is used herein; (e) Promptly notify the Company and Maxim of all communications received by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns for the Trust Account or the Company; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Maxim to do so;


(h) Render to the Company and to Maxim, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) Commence liquidation of the Trust Account upon receipt of the Officers Certificate signed by the Chief Executive Officer and Chief Financial Officer in accordance with the terms of a letter (" Termination Letter" ), in a form substantially similar to that attached hereto as Exhibit A or Exhibit B , signed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein, as part of the Company' s automatic plan of dissolution and liquidation. The Trustee understands and agrees that, except as provided in Section 3(j) and Section 2 hereof, disbursements from the Trust Account shall be made only pursuant to a duly executed Termination Letter, together with the other documents referenced herein, including, without limitation, an independently certified oath and report of inspector of election in respect of the stockholder vote in favor of the Business Combination (as hereinafter defined). In all cases, the Trustee shall provide Maxim with a copy of any Termination Letters, Officers Certificates and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same. As used in this Agreement, the term " Business Combination" means the acquisition by the Company, through capital stock exchange, control through contractual arrangements, asset or stock acquisition of, or similar business combination with, one or more entities located in Asia as more fully described in the prospectus forming a part of the Registration Statement; and (j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its President or Chairman of the Board and Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein. 2. Limited Distributions of Income on Property . (a) If there is any income tax obligation relating to the income from the Property in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse to the Company or the Internal Revenue Service by wire transfer or check (as directed by the Company in its instruction letter), out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes. (b) Upon written request from the Company containing certification that such distribution pursuant to this Section 2(b) shall only be used to fund the working capital requirements of the Company and the costs related to identifying, researching and acquiring a prospective target business, in each case as described in the prospectus that forms a part of the Registration Statement, the Trustee shall distribute to the Company an amount equal to $2,000,000 of the income earned on the Base Deposit through the last day of the month immediately preceding the date of receipt of the Company' s written request, provided; however, that in the event the over-allotment option is exercised in full, the Company shall be prohibited from receiving distributions of income earned on the Base Deposit until after the first $600,000 of income is earned on the Base Deposit (net of taxes payable), which amount shall be added to the Base Deposit resulting in amount of $10.00 for each share represented by certificates held by Public Stockholders. (c) Upon receipt by the Trustee of a written instruction from the Company for distributions from the Trust Account in connection with a plan of dissolution and distribution, accompanied by an Officers Certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as true, accurate and complete (i) a statement of the amount of actual expenses incurred or, where known with reasonable certainty, imminently to be incurred by the Company in connection with its dissolution and distribution, (ii) any amounts due to pay creditors or required to reserve for payment to creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount, as directed by the Company in the instruction letter, up to the sum of (i) and (ii) as indicated in the instruction letter. (d) Except as provided in this Section 2, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 3(j) hereof. 3. Agreements and Covenants of the Company . The Company hereby agrees and covenants: (a) To provide all instructions to the Trustee hereunder in writing, signed by the Company' s Chief Executive Officer and Chief Financial Officer. In addition, except with respect to its duties under paragraph 1(i) and 3(j), the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given


by any one of the persons authorized above to give written instructions, provided that the Company and/or Maxim shall promptly confirm such instructions in writing; (b) To hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ). The Company shall have the right to conduct and manage the defense against such Indemnified Claim, provided that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may not agree to settle any Indemnified Claim without the prior written consent of the Trustee. The Trustee may participate in such action with its own counsel at its own expense; (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year' s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible fo ...