Unassociated Document


    
      


      SPECIMEN
        WARRANT CERTIFICATE 

      


      
        

          
            	
                    NUMBER

                    __________-

                  	
                    WARRANTS

                  


          

        

      

      


      (SEE
        REVERSE SIDE FOR LEGEND)

      THIS
        WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

      NEW
        YORK
        CITY TIME, __________, 2013

      


      ASM
        ACQUISITION COMPANY LIMITED

      


      CUSIP
        __________

      


      WARRANT

      This
        Warrant Certificate certifies that ________________________, or registered
        assigns, is the registered holder of __________ warrants (the “Warrants”) to
        purchase shares of Common Stock, $.001 par value (the “Common Stock”), of ASM
        Acquisition Company Limited, a Cayman Islands corporation (the “Company”). Each
        Warrant entitles the holder, upon exercise during the period set forth in
        the
        Warrant Agreement referred to below, to receive from the Company that number
        of
        fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as
        set forth below at the exercise price (the “Exercise Price”) as determined
        pursuant to the Warrant Agreement payable in lawful money of the United States
        of America upon surrender of this Warrant Certificate and payment of the
        Exercise Price at the office or agency of the Warrant Agent, but only subject
        to
        the conditions set forth herein and in the Warrant Agreement.

      


      Each
        Warrant is initially exercisable for one share of Common Stock. The number
        of
        Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
        upon the occurrence of certain events set forth in the Warrant
        Agreement.

      


      The
        initial Exercise Price per share of Common Stock for any Warrant is equal
        to
        $7.50 per share. The Exercise Price is subject to adjustment upon the occurrence
        of certain events set forth in the Warrant Agreement.

      


      Warrants
        may be exercised only during the Warrant Exercise Period subject to the
        conditions set forth in the Warrant Agreement and to the extent not exercised
        by
        the end of such Warrant Exercise Period such Warrants shall become
        void.

      


      Reference
        is hereby made to the further provisions of this Warrant Certificate set
        forth
        on the reverse hereof and such further provisions shall for all purposes
        have
        the same effect as though fully set forth at this place.

      


      This
        Warrant Certificate shall not be valid unless countersigned by the Warrant
        Agent, as such term is used in the Warrant Agreement.

      


      This
        Warrant Certificate shall be governed and construed in accordance with the
        internal laws of the State of New York, without regard to conflicts of laws
        principles thereof

      
        

          
            	 	
                    ASM
                      ACQUISITION COMPANY LIMITED.

                  
	 	 	
                    By:

                  
	 	 	 
	 	
                    Name:

                  	
                    V-Nee
                      Yeh

                  
	 	
                    Title:

                  	
                    Non-executive
                      Chairman of the Board of
                      Directors

                  


          

        

         

      

      


      Countersigned:
        

      Dated:
        ________, 20__

      CONTINENTAL
        STOCK TRANSFER & TRUST COMPANY, 

      as
        Warrant Agent

      


      By _______________________ Authorized
        Signatory

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Form
        of
        Warrant Certificate]

      


      [Reverse]

      


      The
        Warrants evidenced by this Warrant Certificate are part of a duly authorized
        issue of Warrants entitling the holder on exercise to receive shares of Common
        Stock, par value $0.001 per share, of the Company (the “Common Stock”), and are
        issued or to be issued pursuant to a Warrant Agreement dated as of
        [____________], 2008 (the “Warrant Agreement”), duly executed and delivered by
        the Company to Continental Stock Transfer & Trust Company, a New York
        corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is
        hereby incorporated by reference in and made a part of this instrument and
        is
        hereby referred to for a description of the rights, limitation of rights,
        obligations, duties and immunities thereunder of the Warrant Agent, the Company
        and the holders (the words “holders” or “holder” meaning the registered holders
        or registered holder) of the Warrants. A copy of the Warrant Agreement may
        be
        obtained by the holder hereof upon written request to the Company. Defined
        terms
        used in this Warrant Certificate but not defined herein shall have the meanings
        given to them in the Warrant Agreement.

      


      Warrants
        may be exercised at any time during the Warrant Exercise Period set forth
        in the
        Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
        may exercise them by surrendering this Warrant Certificate, with the form
        of
        election to purchase set forth hereon properly completed and executed, together
        with payment of the Exercise Price as specified in the Warrant Agreement
        at the
        principal corporate trust office of the Warrant Agent. In the event that
        upon
        any exercise of Warrants evidenced hereby the number of Warrants exercised
        shall
        be less than the total number of Warrants evidenced hereby, there shall be
        issued to the holder hereof or his assignee a new Warrant Certificate evidencing
        the number of Warrants not exercised. No adjustment shall be made for any
        dividends on any Common Stock issuable upon exercise of this
        Warrant.

      


      Notwithstanding
        anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
        may be exercised unless at the time of exercise (i) a registration statement
        covering the Warrant Shares to be issued upon exercise of the Public Warrants
        is
        effective under the Act and (ii) a prospectus thereunder relating to such
        Warrant Shares is current. In no event shall the Warrants be settled on a
        net
        cash basis.

      


      The
        Warrant Agreement provides that upon the occurrence of certain events the
        number
        of Warrant Shares set forth on the face hereof may, subject to certain
        conditions, be adjusted. No fractions of a share of Common Stock will be
        issued
        upon the exercise of any Warrant, but the Company will pay the cash value
        thereof determined as provided in the Warrant Agreement.

      


      Warrant
        Certificates, when surrendered at the principal corporate trust office of
        the
        Warrant Agent by the registered holder thereof in person or by legal
        representative or attorney duly authorized in writing, may be exchanged,
        in the
        manner and subject to the limitations provided in the Warrant Agreement,
        but
        without payment of any service charge, for another Warrant Certificate or
        Warrant Certificates of like tenor evidencing in the aggregate a like number
        of
        Warrants.

      


      Upon
        due
        presentation for registration of transfer of this Warrant Certificate at
        the
        office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
        of
        like tenor and evidencing in the aggregate a like number of Warrants shall
        be
        issued to the transferee(s) in exchange for this Warrant Certificate, subject
        to
        the limitations provided in the Warrant Agreement, without charge except
        for any
        tax or other governmental charge imposed in connection therewith.

      


      The
        Company and the Warrant Agent may deem and treat the registered holder(s)
        thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
        any notation of ownership or other writing hereon made by anyone), for the
        purpose of any exercise hereof, of any distribution to the holder(s) hereof,
        and
        for all other purposes, and neither the Company nor the Warrant Agent shall
        be
        affected by any notice to the contrary. Neither the Warrants nor this Warrant
        Certificate entitles any holder hereof to any rights of a stockholder of
        the
        Company.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Election
        to Purchase

      


      (To
        Be
        Executed Upon Exercise Of Warrant)

      


      The
        undersigned hereby irrevocably elects to exercise the right, represented
        by this
        Warrant Certificate, to receive __________ shares of Common Stock and herewith
        tenders payment for such shares to the order of ASM Acquisition Company Limited
        in the amount of $______ in accordance with the terms hereof. The undersigned
        requests that a certificate for such shares be registered in the name of
        ________________, whose address is _______________________________ and that
        such
        shares be delivered to ________________ whose address is ___________
        ______________________. If said number of shares is less than all of the
        shares
        of Common Stock purchasable hereunder, the undersigned requests that a new
        Warrant Certificate representing the remaining balance of such shares be
        registered in the name of ______________, whose address is
        _________________________, and that such Warrant Certificate be delivered
        to
        _________________, whose address is __________________.

       

      
        	 	Signature:


      

      


      Date:
        _____________, 20__ 

      


      Signature
        Guaranteed: _________________

      


      
        
          
          

        

        
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      LEGEND
        FOR PRIVATE WARRANTS

      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON
        STOCK
        OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
        LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
        UNLESS
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
        STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN
        ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
        TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN
        AND
        UNDER AN ESCROW AGREEMENT TO BE EXECUTED BY THE COMPANY AND THE INITIAL
        SHAREHOLDERS (AS DEFINED THEREIN) AND ARE SUBJECT TO REDEMPTION IN CERTAIN
        CIRCUMSTANCES.

      


      SECURITIES
        EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE
        UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS
        UNDER A
        REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

      


      No.
        _____
        _______ Warrants

      


      
        
          
          

        

        
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