INVESTMENT MANAGEMENT TRUST AGENT

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

          This Agreement is made as of _____________, 2006 by and between Ascend

Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company

("Trustee").

          WHEREAS, the Company's registration statement on Form S-1, No.

333-131529 ("Registration Statement"), for its initial public offering of

securities ("IPO") has been declared effective as of the date hereof ("Effective

Date") by the Securities and Exchange Commission (capitalized terms used herein

and not otherwise defined shall have the meanings set forth in the Registration

Statement); and

          WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the

representative of the underwriters in the IPO; and

          WHEREAS, as described in the Registration Statement, and in accordance

with the Company's Certificate of Incorporation, $33,488,002 of the gross

proceeds of the IPO and sale of the Insider Units (as defined in the

Registration Statement) ($38,510,202 if the underwriters over-allotment option

is exercised in full) will be delivered to the Trustee to be deposited and held

in a trust account for the benefit of the Company and the holders of the

Company's common stock, par value $.0001 per share, issued in the IPO as

hereinafter provided and in the event the Units are registered in Colorado,

pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A copy of the

Colorado Statute is attached hereto and made a part hereof (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 and the

Company 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;

          IT IS AGREED:

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, including the terms of Section 11-51-302(6) of

the Colorado Statute, in a segregated trust account ("Trust Account")

established by the Trustee;

          (b) Manage, supervise and administer the Trust Account subject to the

terms and conditions set forth herein;

          (c) In a timely manner, upon the instruction of the Company, to invest

and reinvest the Property in United States "government securities" within the

meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a

maturity of 180 days or less; and/or in any open ended investment company

registered under the Investment Company Act of 1940 that holds itself out as a

money market fund selected by the Company meeting the conditions of paragraphs

(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company

Act of 1940, as determined by the Company;

          (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) Notify the Company 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 its returns;

          (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 to do so;

          (h) Render to the Company and to EBC, 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; and

          (i) Commence liquidation of the Trust Account only after and promptly

after receipt of, and only in accordance with, the terms of a letter

("Termination Letter"), in a form substantially similar to that attached hereto

as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its

President or Chairman of the Board and Secretary or Assistant Secretary and

affirmed by counsel for the Company, 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; provided,

however, that in the event that a Termination Letter has not been received by

the Trustee by the 18-month anniversary of the closing ("Closing") of the IPO

("First Date"), or the 24-month anniversary of the Closing ("Last Date") in the

event that a letter of intent, agreement in principle or definitive agreement

for a Business Combination has been executed on or prior to the First Date but

the Business Combination has not been consummated by the First Date, the Trust

Account shall be liquidated in accordance with the procedures set forth in the

Termination Letter attached as Exhibit B hereto and distributed to the

stockholders of record on the record date established by the Company for such

purpose. The Company shall set the record date to be within ten days of the Last

Date, or as soon thereafter as reasonably practicable and legally permissible.

In all cases, the Trustee shall provide EBC with a copy of any Termination

Letters and/or any other correspondence that it receives with respect to any

proposed withdrawal from the Trust Account promptly after it receives same. The

provisions of this Section 1(i) may not be modified, amended or deleted under

any circumstances.

2. Agreements and Covenants of the Company. The Company hereby agrees and

covenants to:

          (a) Give all instructions to the Trustee hereunder in writing, signed

by the Company's Chairman of the Board or President. In addition, except with

respect to its duties under paragraph 1(i) above, 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 shall promptly confirm such instructions in writing;

          (b) 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

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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 Trustee shall have the right to

conduct and manage the defense against such Indemnified Claim, provided, that

the Trustee shall obtain the consent of the Company with respect to the

selection of counsel, which consent shall not be unreasonably withheld. The

Trustee may not agree to settle any Indemnified Claim without the prior written

consent of the Company unless such settlement includes a full release of the

Company with respect to such Indemnified Claim. The Company may participate in

such action with its own counsel;

          (c) Pay the Trustee an initial acceptance fee of $1,000 and an annual

fee of $3,000 (it being expressly understood that the Property shall not be used

to pay such fee). 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

fee (on a pro rata basis) with respect to any period after the liquidation of

the Trust Fund. The Company shall not be responsible for any other fees or

charges of the Trustee except as may be provided in paragraph 2(b) hereof (it

being expressly understood that the Property shall not be used to make any

payments to the Trustee under such paragraph);

          (d) Provide to the Trustee any letter of intent, agreement in

principle or definitive agreement for a Business Combination that is executed on

or prior to the First Date; and

          (e) In connection with any vote of the Company's stockholders

regarding a Business Combination, provide to the Trustee an affidavit or

certificate of a firm regularly engaged in the business of soliciting proxies

and/or tabulating stockholder votes (which firm may be the Trustee) verifying

the vote of the Company's stockholders regarding such Business Combination.

3. Limitations of Liability. The Trustee shall have no responsibility or

liability to:

          (a) Take any action with respect to the Property, other than as

directed in paragraph 1 hereof and the Trustee shall have no liability to any

party except for liability arising out of its own gross negligence or willful

misconduct;

          (b) Institute any proceeding for the collection of any principal and

income arising from, or institute, appear in or defend any proceeding of any

kind with respect to, any of the Property unless and until it shall have

received instructions from the Company given as provided herein to do so and the

Company shall have advanced or guaranteed to it funds sufficient to pay any

expenses incident thereto;

          (c) Change the investment of any Property, other than in compliance

with

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paragraph 1(c);

          (d) Refund any depreciation in principal of any Property;

          (e) Assume that the authority of any person designated by the Company

to give instructions hereunder shall not be continuing unless provided otherwise

in such designation, or unless the Company shall have delivered a written

revocation of such authority to the Trustee;

          (f) The other parties hereto or to anyone else for any action taken or

omitted by it, or any action suffered by it to be taken or omitted, in good

faith and in the exercise of its own best judgment, except for its gross

negligence or willful misconduct. The Trustee may rely conclusively and shall be

protected in acting upon any order, notice, demand, certificate, opinion or

advice of counsel (including counsel chosen by the Trustee), statement,

instrument, report or other paper or document (not only as to its due execution

and the validity and effectiveness of its provisions, but also as to the truth

and acceptability of any information therein contained) which is believed by the

Trustee, in good faith, to be genuine and to be signed or presented by the

proper person or persons. The Trustee shall not be bound by any notice or

demand, or any waiver, modification, termination or rescission of this Agreement

or any of the terms hereof, unless evidenced by a written instrument delivered

to the Trustee signed by the proper party or parties and, if the duties or

rights of the Trustee are affected, unless it shall give its prior written

consent thereto;

          (g) Verify the correctness of the information set forth in the

Registration Statement or to confirm or assure that any acquisition made by the

Company or any other action taken by it is as contemplated by the Registration

Statement; and

          (h) Pay any taxes on behalf of the Trust Account (it being expressly

understood that the Property shall not be used to pay any such taxes and that

such taxes, if any, shall be paid by the Company from funds not held in the

Trust Account).

4. Termination. This Agreement shall terminate as follows:

          (a) If the Trustee gives written notice to the Company that it desires

to resign under this Agreement, the Company shall use its reasonable efforts to

locate a successor trustee. At such time that the Company notifies the Trustee

that a successor trustee has been appointed by the Company and has agreed to

become subject to the terms of this Agreement, the Trustee shall transfer the

management of the Trust Account to the successor trustee, including but not

limited to the transfer of copies of the reports and statements