Unassociated Document


    


    SPECIMEN
      WARRANT CERTIFICATE 

     

    

      
        	
                NUMBER

                __________-

              	
                WARRANTS

              


      

      
        


    

    (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 nor shall the Company be required to issue unregistered shares upon
      the exercise of any Warrant that is not a Private Warrant.

    


    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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