AGREEMENT AND RELEASE AGREEMENT

THIS AGREEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into as of the 12th day of November, 2008 by and between Graubard Miller (“GM”), on the one hand, and Don K. Rice (“Rice”) and Ascend Acquisition Corp., a Delaware corporation (the "Company"), on the other hand.

WHEREAS, GM is a law firm that has represented the Company in certain of its legal affairs;

WHEREAS, the Company owes a significant amount in legal fees and expenses to GM for legal services heretofore provided by GM to the Company; and

WHEREAS, Rice now owns 135,810 shares of the common stock of the Company (the "Common Stock"), after taking into account the Company’s recent one-for-10 reverse stock split;

WHEREAS, Rice may after the date hereof acquire the actual ownership of additional shares of Common Stock; and

WHEREAS, to settle all claims that GM has or might have against the Company for legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company, (a) Rice desires to transfer to GM 10% of the shares of Common Stock described in the two recitals immediately preceding, subject to no liens, security interests, encumbrances, claims, charges or restrictions on the transfer thereof (other than those imposed by applicable securities laws), and (b) GM desires to acquire from Rice 10% of such shares, all upon and subject to the terms, provisions and conditions set forth herein;

NOW, THEREFORE, in consideration of the issuance to GM of 13,581 shares of Common Stock provided for herein, $10.00, and other good and valuable consideration (the receipt, adequacy and sufficiency of which is hereby acknowledged and confessed by GM), each party hereto hereby agrees as follows:

1.           Rice hereby agrees to transfer promptly to GM, upon the delivery of this Agreement signed by GM, 13,581 shares of Common Stock, free and clear of any and all liens, security interests, encumbrances, claims, charges and restrictions on transfer, other than those imposed by applicable securities laws.  In the event that Rice and/or his affiliates should after the date hereof ever acquire the actual ownership of any additional shares of Common Stock in any manner or by any means, Rice shall use reasonable best efforts to cause to be transferred to GM promptly (but in no case later than five business days after Rice receives stock certificates representing such additional shares) 10% of the additional shares so acquired.  The transfer of shares provided for by this paragraph 1 shall constitute full payment of all legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company.

2.           In consideration of the transfer of the shares of Common Stock pursuant to paragraph 1 above, GM and GM's successors and assigns, have this day released and by these presents do release, acquit and forever discharge the Company and its officers, directors, shareholders, employees, subsidiaries, affiliates, successors and assigns, from any and all Claims.  For purposes of this Agreement, "Claims" means all demands, complaints, claims, rights, actions, causes of actions, suits, proceedings, damages, judgments, costs, expenses, compensation, promises, agreements, debts, liabilities and obligations of any kind whatsoever, at common law, by statute, contract, or otherwise which GM has, might have, had or might have had in the past, against any person released hereby, known or unknown, directly or indirectly arising out of, resulting from or relating in any way to, any legal fees and expenses, billed or unbilled, for legal services heretofore provided by GM to the Company.

3.           It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitations and that the agreements herein contained are to compromise doubtful and disputed Claims, avoid litigation, and buy peace and that no releases or other consideration given shall be construed as an admission of liability, all liability being expressly denied by each party hereto.

4.           It is further understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter hereof.  No oral understandings, statements, promises, or inducements contrary to the terms of this Agreement exist.  This Agreement cannot be changed or terminated except in writing signed by all parties hereto.

5.           By execution of this Agreement, GM covenants and warrants to the Company that no Claim that GM has, might have, had or might have had in the past against any person released hereby, has previously been conveyed, assigned, or in any manner transferred, in whole or in part, to any third party.  GM expressly represents, covenants and warrants that GM