SELECTED DEALERS AGREEMENT

                             
EARLYBIRDCAPITAL, INC.

                               
275 MADISON AVENUE

                                   
SUITE 1203

                            
NEW YORK, NEW YORK 10016

                                   
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SELECTED DEALERS AGREEMENT

                                   
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Dear Sirs:

          
1. Registration under the Securities Act of 1933, as amended
("Act"),

of the 3,500,000 Units* of Ascend Acquisition Corp. ("Company"), as
more fully

described in the Preliminary Prospectus, dated _________, 2006, and
in the final

prospectus ("Prospectus") which will be forwarded to you, will
become effective

in the near future. We, as the Underwriters, are offering certain
of the Units

for purchase by a selected group of dealers ("Selected Dealers") on
the terms

and conditions stated herein.

Authorized Public Offering Price:
   
$6.00 per Unit.

Dealers' Selling Concession:
        
Not to exceed $0.__ per Unit payable upon

                  
                  
termination of this Agreement, except as

                                    
provided below. We reserve the right not to

                                    
pay such concession on any of the Units

                                    
purchased by any of the Selected Dealers

                                    
from us and repurchased by us at or below

                                    
the price stated above prior to such

                                    
termination.

Reallowance:
       
                 
You may reallow not in excess of $0.__ per

                                    
Unit as a selling concession to dealers who

                                    
are members in good standing of the National

                                   
 
Association of Securities Dealers, Inc.

                                    
("NASD") or to foreign dealers who are not

                                    
eligible for membership in the NASD and who

                                    
have agreed (i) not to sell the Units within

                                    
the United States of America, its

                                    
territories or possessions or to persons who

                                    
are citizens thereof or residents therein,

 
                                   
and (ii) to abide by the applicable Conduct

                                    
Rules of the NASD.

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* Plus the over-allotment option available to the Underwriters to
purchase up to

an additional 525,000 Units.

                                        
1

Delivery and Payment:
               
Delivery of the Units shall be made on or

                                    
about ______, 2006 or such later date as we

                                    
may advise on not less than one day's notice

                                    
to you, at the office of EarlyBirdCapital,

                                    
Inc., 275 Madison Avenue, Suite 1203, New

                                    
York, New York 10016 or at such other place

                                    
as we shall specify on not less than one

                                    
day's notice to you. Payment for the Units

                                    
is to be made, against delivery, at the

             
                       
authorized public offering price stated

                                    
above, or, if we shall so advise you, at the

                                    
authorized public offering price less the

                                  
  
dealers' selling concession stated above, by

                                    
wire transfer in Federal (same day) funds or

                                    
by certified or official bank check in New

                                    
York Clearing House Funds payable to the

                                    
order of EarlyBirdCapital, Inc.

Termination:
                        
This Agreement shall terminate at the close

                                    
of business on the 45th day following the

 
                                   
effective date of the Registration Statement

                                    
(of which the enclosed Prospectus forms a

                                    
part), unless extended at our discretion for

                 
                   
a period or periods not to exceed in the

                                    
aggregate 30 additional days. We may

                                    
terminate this Agreement, whether or not

                                    
extended, at any time without notice.

          
2. Any of the Units purchased by you hereunder are to be offered by

you to the public at the public offering price, except as herein
otherwise

provided and except that a reallowance from such public offering
price not in

excess of the amount set forth on the first page of this Agreement
may be

allowed as consideration for services rendered in distribution to
dealers that

(a) are actually engaged in the investment banking or securities
business; (b)

execute the written agreement prescribed by Rule 2740 of the NASD
Conduct Rules;

and (c) are either members in good standing of the NASD or foreign
banks,

dealers or institutions not eligible for membership in the NASD
that represent

to you that they will promptly reoffer such Units at the public
offering price

and will abide by the conditions with respect to foreign banks,
dealers and

institutions set forth in paragraph 9 below.

          
3. You, by becoming a member of the Selected Dealers, agree (a)
upon

effectiveness of the Registration Statement and your receipt of the
Prospectus,

to take up and pay for the number of Units allotted and confirmed
to you, (b)

not to use any of the Units to reduce or cover any short position
you may have

and (c) to make available a copy of the Prospectus to all persons
who on your

behalf will solicit orders for the Units prior to the making of
such

solicitations by such persons. You are not authorized to give any
information or

to make any representations other than those contained in the
Prospectus or any

supplements or amendments thereto.

          
4. We may be authorized to over-allot in arranging sales to
Selected

Dealers, to purchase and sell Units, and to stabilize or maintain
the market

price of the Units. You agree to advise us at any time and from
time to time

upon our request, prior to the termination of this Agreement, of
the number of

Units purchased by you remaining unsold by you, and you will, upon
our request

at any such time, sell to us, for our account or the account of one
or more of

the Underwriters, such amount of such unsold Units as we may
designate, at the

public offering price thereof less an amount to be determined by us
not in

excess of the concession to dealers. In the event that prior to the
later of (i)

the termination of this Agreement or (ii) the covering by us of any
short

position created by us in connection with the offering of the
Units, for our

account or the account of one or more Underwriters, we purchase or
contract to

purchase for our account or the account of any of the Underwriters,
in the open

market or otherwise, any Units theretofore delivered to you, we
reserve the

right to withhold the above-mentioned concession to dealers on such
Units if

sold to you at the public offering price, or if such concession has

                                        
2

been allowed to you through your purchase at a net price, you agree
to repay

such concession upon our demand, plus, in each case, any taxes on
redelivery,

commissions, original issue discount, accrued interest and
dividends paid in

connection with such purchase or contract to purchase.

          
5. As contemplated by Rule 15c2-8 under the Securities