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: _________________

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        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).

        


        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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