Unassociated Document


    Exhibit
      4.5

     

    
      WARRANT
        AGREEMENT

      


      Agreement
        made as of _______, 2008 between China Ascendance Acquisition Corp., a Cayman
        Islands limited life company, with offices at 108 North 4th
        Ring
        East Road, QianHe JiaYuan, Building 9, Suite 607, Beijing, 100029, China
        (“Company”), and Continental Stock Transfer & Trust Company, a New York
        corporation, with offices at 17 Battery Place, New York, New York 10004
        (“Warrant Agent”).

      


      WHEREAS,
        the Company has received binding commitments from certain of the Company's
        initial shareholders (collectively,
        the “Insiders”), to purchase an aggregate of 3,200,000 warrants (“Insider
        Warrants”); and

      


      WHEREAS,
        the Company is engaged in a public offering (“Public Offering”) of Units and, in
        connection therewith, has determined to issue and deliver up to
        (i) 11,500,000 Warrants to the public investors (“Public Warrants”), and
        (ii) 700,000 Warrants to Susquehanna Financial Group, LLLP (“Susquehanna”),
        Ladenburg Thalmann & Co. Inc. (“Ladenburg”) or their designees
        (“Representatives’ Warrants” and together with the Public Warrants and the
        Insider Warrants, the “Warrants”), each of such Warrants evidencing the right of
        the holder thereof to purchase one of the Company’s ordinary shares, par value
        $.0001 per share (“Ordinary Shares”), for $7.50, subject to adjustment as
        described herein; and

      


      WHEREAS,
        the Company has filed with the Securities and Exchange Commission a Registration
        Statement on Form F-1, No. 333-_______ (“Registration Statement”), for the
        registration, under the Securities Act of 1933, as amended (“Act”) of, among
        other securities, the Warrants and the Ordinary Shares issuable upon exercise
        of
        the Warrants; and

      


      WHEREAS,
        the Company desires the Warrant Agent to act on behalf of the Company, and
        the
        Warrant Agent is willing to so act, in connection with the issuance,
        registration, transfer, exchange, redemption and exercise of the Warrants;
        and

      


      WHEREAS,
        the Company desires to provide for the form and provisions of the Warrants,
        the
        terms upon which they shall be issued and exercised, and the respective rights,
        limitation of rights, and immunities of the Company, the Warrant Agent, and
        the
        holders of the Warrants; and

      


      WHEREAS,
        all acts and things have been done and performed which are necessary to make
        the
        Warrants, when executed on behalf of the Company and countersigned by or
        on
        behalf of the Warrant Agent, as provided herein, the valid, binding and legal
        obligations of the Company, and to authorize the execution and delivery of
        this
        Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

      


      1. Appointment
        of Warrant Agent.
        The
        Company hereby appoints the Warrant Agent to act as agent for the Company
        for
        the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
        to perform the same in accordance with the terms and conditions set forth
        in
        this Agreement.

      


      2. Warrants.

      


      2.1. Form
        of Warrant.
        Each
        Warrant shall be issued in registered form only, shall be in substantially
        the
        form of Exhibit A hereto, the provisions of which are incorporated herein
        and
        shall be signed by, or bear the facsimile signature of, the Chairman of the
        Board or Chief Executive Officer and Treasurer or Secretary of the Company
        and
        shall bear a facsimile of the Company’s seal. In the event the person whose
        facsimile signature has been placed upon any Warrant shall have ceased to
        serve
        in the capacity in which such person signed the Warrant before such Warrant
        is
        issued, it may be issued with the same effect as if he or she had not ceased
        to
        be such at the date of issuance.

      


      2.2. Effect
        of Countersignature.
        Unless
        and until countersigned by the Warrant Agent pursuant to this Agreement,
        a
        Warrant shall be invalid and of no effect and may not be exercised by the
        holder
        thereof.

      


      2.3. Registration.
        

      


      2.3.1. Warrant
        Register.
        The
        Warrant Agent shall maintain books (“Warrant Register”), for the registration of
        original issuance and the registration of transfer of the Warrants. Upon
        the
        initial issuance of the Warrants, the Warrant Agent shall issue and register
        the
        Warrants in the names of the respective holders thereof in such denom-inations
        and otherwise in accordance with instructions delivered to the Warrant Agent
        by
        the Company.

      


      2.3.2. Registered
        Holder.
        Prior
        to due presentment for registration of transfer of any Warrant, the Company
        and
        the Warrant Agent may deem and treat the person in whose name such Warrant
        shall
        be registered upon the Warrant Register (“registered holder”), as the absolute
        owner of such Warrant and of each Warrant represented thereby (notwithstanding
        any notation of ownership or other writing on the Warrant Certificate made
        by
        anyone other than the Company or the Warrant Agent), for the purpose of any
        exercise thereof, and for all other purposes, and neither the Company nor
        the
        Warrant Agent shall be affected by any notice to the contrary.

       

      
        
          
          

        

        
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      2.4. Detachability
        of Warrants.
        The
        securities comprising the Units will not be separately transferable until
        90
        days after the date hereof unless Susquehanna and Ladenburg inform the Company
        of their decision to allow earlier separate trading, but in no event will
        Susquehanna or Ladenburg allow separate trading of the securities comprising
        the
        Units until the Company files a Current Report on Form 8-K which includes
        an
        audited balance sheet reflecting the receipt by the Company of the gross
        proceeds of the Public Offering including the proceeds received by the Company
        from the exercise of the Underwriter’s over-allotment option, if the
        over-allotment option is exercised prior to the filing of the Form 8-K.


      


      2.5 Insider
        Warrants.
        The
        Insider Warrants will be issued in the same form as the Public Warrants but
        they
(i)
        will
        not be transferable or salable until after the Company completes a business
        combination, (ii) will be exercisable on a cashless basis if, and only if,
        the
        Company calls the Warrants for redemption and (iii) may be exercised for
        unregistered shares if a registration statement relating to the common stock
        issuable upon exercise of the warrants is not effective and current.

      


      3. Terms
        and Exercise of Warrants

      


      3.1. Warrant
        Price.
        Each
        Warrant shall, when counter-signed by the Warrant Agent, entitle the registered
        holder thereof, subject to the provisions of such Warrant and of this Warrant
        Agreement, to purchase from the Company the number of shares of Ordinary
        Shares
        stated therein, at the price of $7.50 per whole share, subject to the
        adjustments provided in Section 4 hereof and in the last sentence of this
        Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
        to the price per share at which Ordinary Shares may be purchased at the time
        a
        Warrant is exercised. The Company in its sole discretion may lower the Warrant
        Price at any time prior to the Expiration Date for a period of not less than
        10
        business days; provided, however, that any such reduction shall be identical
        in
        percentage terms among all of the Warrants. 

      


      3.2. Duration
        of Warrants.
        A
        Warrant may be exercised only during the period (“Exercise Period”) commencing
        on the later of (i) the consummation by the Company of a merger,
        capital stock exchange, asset acquisition or other similar business combination
        (“Business
        Combination”) (as described more fully in the Company’s Registration Statement)
        and (ii) ________ __, 2009, and terminating at 5:00 p.m., New York City time
        on
        the earlier to occur of (i) _________ __, 2012 or (ii) the date fixed
        for redemption of the Warrants as provided in Section 6 of this Agreement
        (“Expiration Date”). Except with respect to the right to receive the Redemption
        Price (as set forth in Section 6 hereunder), each Warrant not exercised on
        or
        before the Expiration Date shall become void, and all rights thereunder and
        all
        rights in respect thereof under this Agreement shall cease at the close of
        business on the Expiration Date. The Company in its sole discretion may extend
        the duration of the Warrants by delaying the Expiration Date; provided, however,
        that the Company will provide notice to registered holders of the Warrants
        of
        such extension of not less than 20 days. 

       

      
        
          
          

        

        
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      3.3. Exercise
        of Warrants.

      


      3.3.1. Payment.
        Subject
        to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
        countersigned by the Warrant Agent, may be exercised by the registered holder
        thereof by surrendering it, at the office of the Warrant Agent, or at the
        office
        of its successor as Warrant Agent, in the Borough of Manhattan, City and
        State
        of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and by paying in full the Warrant Price for each full share of
        Ordinary Shares as to which the Warrant is exercised and any and all applicable
        taxes due in connection with the exercise of the Warrant, as
        follows:

      


      (a) in
        cash,
        good certified check or good bank draft payable to the order of the Company
        (or
        as otherwise agreed to by the Company); or

      


      (b) with
        respect to any Insider Warrants, in the event of redemption pursuant to Section
        6 hereof and so long as such Insider Warrants are held by the Insiders or
        their
        affiliates, at the election of the holder of the Insider Warrants, by
        surrendering such Insider Warrants for that number of shares of Common Stock
        equal to the quotient obtained by dividing (x) the product of the number
        of
        shares of Common Stock underlying the Warrants, multiplied by the difference
        between the exercise price of the Warrants and the “Fair Market Value” by (y)
        the Fair Market Value. Solely for purposes of this Section 3.3.1, the “Fair
        Market Value” shall mean the average reported last sale price of the Common
        Stock for the 10 trading days ending on the third trading day prior to the
        date
        on which the notice of redemption is sent to holders of Warrant pursuant
        to
        Section 6 hereof.

       

      
        
          
          

        

        
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      3.3.2. Issuance
        of Certificates.
        As soon
        as practicable after the exercise of any Warrant and the clearance of the
        funds
        in payment of the Warrant Price, the Company shall issue to the registered
        holder of such Warrant a certificate or certificates for the number of full
        shares of Ordinary Shares to which he is entitled, registered in such name
        or
        names as may be directed by him, her or it, and if such Warrant shall not
        have
        been exercised in full, a new countersigned Warrant for the number of shares
        as
        to which such Warrant shall not have been exercised. Notwithstanding the
        foregoing, the Company shall not be obligated to deliver any securities pursuant
        to the exercise of a Public Warrant and shall have no obligation to settle
        such
        Public Warrant exercise unless a registration statement under the Act with
        respect to the Ordinary Shares is effective, subject to the Company’s satisfying
        its obligations under Section 7.4 to use its best efforts. In the event that
        a
        registration statement with respect to the Ordinary Shares underlying a Public
        Warrant is not effective under the Act, the holder of such Public Warrant
        shall
        not be entitled to exercise such Warrant and such Warrant may have no value
        and
        expire worthless. In no event will the Company be required to net cash settle
        the warrant exercise. Public Warrants may not be exercised by, or securities
        issued to, any registered holder in any state in which such exercise would
        be
        unlawful. The shares of common stock issuable upon exercise of Insider Warrants
        shall be unregistered shares. In the event that a registration statement
        is not
        effective for the exercised Public Warrants, the purchaser of a unit containing
        such Warrant, will have paid the full purchase price for the unit solely
        for the
        shares included in such unit.

      


      3.3.3. Valid
        Issuance.
        All
        shares of Ordinary Shares issued upon the proper exercise of a Warrant in
        conformity with this Agreement shall be validly issued, fully paid and
        nonassessable.

      


      3.3.4. Date
        of Issuance.
        Each
        person in whose name any such certificate for shares of Ordinary Shares is
        issued shall for all purposes be deemed to have become the holder of record
        of
        such shares on the date on which the Warrant was surrendered and payment
        of the
        Warrant Price was made, irrespective of the date of delivery of such
        certificate, except that, if the date of such surrender and payment is a
        date
        when the stock transfer books of the Company are closed, such person shall
        be
        deemed to have become the holder of such shares at the close of business
        on the
        next succeeding date on which the stock transfer books are open.

       

      
        
          
          

        

        
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      3.3.5. Intentionally
        Omitted. 

      


      4. Adjustments.

      


      4.1. Stock
        Dividends - Split-Ups.
        If
        after the date hereof, and subject to the provisions of Section 4.6 below,
        the
        number of outstanding shares of Ordinary Shares is increased by a stock dividend
        payable in shares of Ordinary Shares, or by a split-up of shares of Ordinary
        Shares, or other similar event, then, on the effective date of such stock
        dividend, split-up or similar event, the number of shares of Ordinary Shares
        issuable on exercise of each Warrant shall be increased in proportion to
        such
        increase in outstanding shares of Ordinary Shares.

      


      4.2. Aggregation
        of Shares.
        If
        after the date hereof, and subject to the provisions of Section 4.6, the
        number of outstanding shares of Ordinary Shares is decreased by a consolidation,
        combination, reverse stock split or reclassification of shares of Ordinary
        Shares or other similar event, then, on the effective date of such
        consolidation, combination, reverse stock split, reclassification or similar
        event, the number of shares of Ordinary Shares issuable on exercise of each
        Warrant shall be decreased in proportion to such decrease in outstanding
        shares
        of Ordinary Shares.

      


      4.3 Adjustments
        in Exercise Price.
        Whenever the number of shares of Ordinary Shares purchasable upon the exercise
        of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
        Warrant Price shall be adjusted (to the nearest cent) by multiplying such
        Warrant Price immediately prior to such adjustment by a fraction (x) the
        numerator of which shall be the number of shares of Ordinary Shares purchasable
        upon the exercise of the Warrants immediately prior to such adjustment, and
        (y)
        the denominator of which shall be the number of shares of Ordinary Shares
        so
        purchasable immediately thereafter.

      


      4.4. Replacement
        of Securities upon Reorganization, etc.
        In case
        of any reclassification or reorganization of the outstanding shares of Ordinary
        Shares (other than a change covered by Section 4.1 or 4.2 hereof or that
        solely affects the par value of such shares of Ordinary Shares), or in the
        case
        of any merger or consolidation of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Ordinary Shares), or in the case of any sale
        or
        conveyance to another corporation or entity of the assets or other property
        of
        the Company as an entirety or substantially as an entirety in connection
        with
        which the Company is dissolved, the Warrant holders shall thereafter have
        the
        right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the shares of Ordinary Shares of
        the
        Company immediately theretofore purchasable and receivable upon the exercise
        of
        the rights represented thereby, the kind and amount of shares of stock or
        other
        securities or property (including cash) receivable upon such reclassification,
        reorganization, merger or consolidation, or upon a dissolution following
        any
        such sale or transfer, that the Warrant holder would have received if such
        Warrant holder had exercised his, her or its Warrant(s) immediately prior
        to
        such event; and if any reclassification also results in a change in shares
        of
        Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment shall
        be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
        provisions of this Section 4.4 shall similarly apply to successive
        reclassifications, reorganizations, mergers or consolidations, sales or other
        transfers.

       

      
        
          
          

        

        
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      4.5. Notices
        of Changes in Warrant.
        Upon
        every adjustment of the Warrant Price or the number of shares issuable upon
        exercise of a Warrant, the Company shall give written notice thereof to the
        Warrant Agent, which notice shall state the Warrant Price resulting from
        such
        adjust-ment and the increase or decrease, if any, in the number of shares
        purchasable at such price upon the exercise of a Warrant, setting forth in
        reasonable detail the method of calculation and the facts upon which such
        calculation is based. Upon the occurrence of any event specified in Sections
        4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
        notice to each Warrant holder, at the last address set forth for such holder
        in
        the warrant register, of the record date or the effective date of the event.
        Failure to give such notice, or any defect therein, shall not affect the
        legality or validity of such event.

      


      4.6. No
        Fractional Shares.
        Notwithstanding any provi-sion contained in this Warrant Agreement to the
        contrary, the Company shall not issue fractional shares upon exercise of
        Warrants. If, by reason of any adjustment made pursuant to this Section 4,
        the holder of any Warrant would be entitled, upon the exercise of such Warrant,
        to receive a fractional interest in a share, the Company shall, upon such
        exercise, round up or down to the nearest whole number the number of the
        shares
        of Ordinary Shares to be issued to the Warrant holder.

      


      4.7. Form
        of Warrant.
        The
        form of Warrant need not be changed because of any adjustment pursuant to
        this
        Section 4, and Warrants issued after such adjustment may state the same Warrant
        Price and the same number of shares as is stated in the Warrants initially
        issued pursuant to this Agreement. However, the Company may at any time in
        its
        sole discretion make any change in the form of Warrant that the Company may
        deem
        appropriate and that does not affect the substance thereof, and any Warrant
        thereafter issued or countersigned, whether in exchange or substitution for
        an
        outstanding Warrant or otherwise, may be in the form as so changed.

       

      
        
          
          

        

        
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      5. Transfer
        and Exchange of Warrants.

      


      5.1. Registration
        of Transfer.
        The
        Warrant Agent shall register the transfer, from time to time, of any outstanding
        Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
        properly endorsed with signatures properly guaranteed and accompanied by
        appropriate instructions for transfer. Upon any such transfer, a new Warrant
        representing an equal aggregate number of Warrants shall be issued and the
        old
        Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
        shall
        be delivered by the Warrant Agent to the Company from time to time upon
        request.

      


      5.2. Procedure
        for Surrender of Warrants.
        Warrants may be surrendered to the Warrant Agent, together with a written
        request for exchange or transfer, and there-upon the Warrant Agent shall
        issue
        in exchange therefor one or more new Warrants as requested by the registered
        holder of the Warrants so surrendered, representing an equal aggregate number
        of
        Warrants; provided, however, that in the event that a Warrant surrendered
        for
        transfer bears a restrictive legend, the Warrant Agent shall not cancel such
        Warrant and issue new Warrants in exchange therefor until the Warrant Agent
        has
        received an opinion of counsel for the Company stating that such transfer
        may be
        made and indicating whether the new Warrants must also bear a restrictive
        legend.

      


      5.3. Fractional
        Warrants.
        The
        Warrant Agent shall not be required to effect any registration of transfer
        or
        exchange which will result in the issuance of a warrant certificate for a
        fraction of a warrant.

      


      5.4. Service
        Charges.
        No
        service charge shall be made for any exchange or registration of transfer
        of
        Warrants.

      


      5.5. Warrant
        Execution and Countersignature.
        The
        Warrant Agent is hereby authorized to countersign and to deliver, in accordance
        with the terms of this Agreement, the Warrants required to be issued pursuant
        to
        the provisions of this Section 5, and the Company, whenever required by the
        Warrant Agent, will supply the Warrant Agent with Warrants duly executed
        on
        behalf of the Company for such purpose. 

      


      6. Redemption.

      


      6.1. Redemption.
        Not
        less
        than all of the outstanding Public Warrants
        may be redeemed, at the option of the Company, at any time while they are
        exercisable and prior to their expiration, at the office of the Warrant Agent,
        upon the notice referred to in Section 6.2, at the price of $.01 per Public
        Warrant (“Redemption Price”), provided that (i) the last sales price of the
        Ordinary Shares has been at least $14.25 per share (subject to adjustment
        in
        accordance with Section 4 hereof), on each of twenty (20) trading days within
        any thirty (30) trading day period ending on the third business day prior
        to the
        date on which notice of redemption is given (the “Measurement Period”) and (ii)
        the Warrants and the Shares of Common Stock underlying the Warrants are covered
        by a registration statement that is effective under the Act on such day
        commencing on the first day of the Measurement Period and ending on the date
        fixed for redemption.

       

      
        
          
          

        

        
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      6.2. Date
        Fixed for, and Notice of, Redemption.
        In the
        event the Company shall elect to redeem all of the Public Warrants, the Company
        shall fix a date for the redemption. Notice of redemption shall be mailed
        by
        first class mail, postage prepaid, by the Company not less than 30 days prior
        to
        the date fixed for redemption to the registered holders of the Public Warrants
        to be redeemed at their last addresses as they shall appear on the registration
        books. Any notice mailed in the manner herein provided shall be conclusively
        presumed to have been duly given whether or not the registered holder received
        such notice.

      


      6.3. Exercise
        After Notice of Redemption.
        The
        Public Warrants may be exercised, for cash (or, in the case of the Insider
        Warrants, on a cashless basis as provided for in Section 3.3.1(b) hereof)
        at any
        time after notice of redemption shall have been given by the Company pursuant
        to
        Section 6.2 hereof and prior to the time and date fixed for redemption. On
        and
        after the redemption date, the record holder of the Public Warrants shall
        have
        no further rights except to receive, upon surrender of the Public Warrants,
        the
        Redemption Price.

      


      6.4 Outstanding
        Warrants Only.
        The
        Company understands that the redemption rights provided for by this Section
        6
        apply only to outstanding Warrants. To the extent a person holds rights to
        purchase Warrants, such purchase rights shall not be extinguished by redemption.
        However, once such purchase rights are exercised, the Company may redeem
        the
        Warrants issued upon such exercise provided that the criteria for redemption
        is
        met. The provisions of this Section 6.4 may not be modified, amended or deleted
        without the prior written consent of Susquehanna and Ladenburg.

      


      7. Other
        Provisions Relating to Rights of Holders of Warrants.

      


      7.1. No
        Rights as Stockholder.
        A
        Warrant does not entitle the registered holder thereof to any of the rights
        of a
        stockholder of the Company, including, without limitation, the right to receive
        dividends, or other distributions, exercise any preemptive rights to vote
        or to
        consent or to receive notice as stockholders in respect of the meetings of
        stockholders or the election of directors of the Company or any other
        matter.

       

      
        
          
          

        

        
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      7.2. Lost,
        Stolen, Mutilated, or Destroyed Warrants.
        If any
        Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
        Agent may on such terms as to indemnity or otherwise as they may in their
        discretion impose (which shall, in the case of a mutilated Warrant, include
        the
        surrender thereof), issue a new Warrant of like denomination, tenor, and
        date as
        the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
        shall
        constitute a substitute contractual obligation of the Company, whether or
        not
        the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
        time
        enforceable by anyone.

      


      7.3. Reservation
        of Ordinary Shares.
        The
        Company shall at all times reserve and keep available a number of its authorized
        but unissued shares of Ordinary Shares that will be sufficient to permit
        the
        exercise in full of all outstanding Warrants issued pursuant to this
        Agreement.

      


      7.4. Registration
        of Ordinary Shares.
        The
        Company agrees that prior to the commencement of the Exercise Period, it
        shall
        file with the Securities and Exchange Commission a post-effective amendment
        to
        the Registration Statement, or a new registration statement, for the
        registration, under the Act, of, and it shall use its best efforts to take
        such
        action as is necessary to qualify for sale, in those states in which the
        Warrants were initially offered by the Company, the Ordinary Shares issuable
        upon exercise of the Warrants. In either case, the Company will use its best
        efforts to cause the same to become effective and to maintain the effectiveness
        of such registration statement until the expiration of the Warrants in
        accordance with the provisions of this Agreement. The provisions of this
        Section 7.4 may not be modified, amended or deleted without the prior
        written consent of Susquehanna and Ladenburg.

      


      8. Concerning
        the Warrant Agent and Other Matters.

      


      8.1. Payment
        of Taxes.
        The
        Company will from time to time promptly pay all taxes and charges that may
        be
        imposed upon the Company or the Warrant Agent in respect of the issuance
        or
        delivery of shares of Ordinary Shares upon the exercise of Warrants, but
        the
        Company shall not be obligated to pay any transfer taxes in respect of the
        Warrants or such shares.

      


      8.2. Resignation,
        Consolidation, or Merger of Warrant Agent.

      


      8.2.1. Appointment
        of Successor Warrant Agent.
        The
        Warrant Agent, or any successor to it hereafter appointed, may resign its
        duties
        and be discharged from all further duties and liabilities hereunder after
        giving
        sixty (60) days’ notice in writing to the Company. If the office of the Warrant
        Agent becomes vacant by resignation or incapacity to act or otherwise, the
        Company shall appoint in writing a successor Warrant Agent in place of the
        Warrant Agent. If the Company shall fail to make such appointment within
        a
        period of 30 days after it has been notified in writing of such resignation
        or
        incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
        with
        such notice, submit his Warrant for inspection by the Company), then the
        holder
        of any Warrant may apply to the Supreme Court of the State of New York for
        the
        County of New York for the appointment of a successor Warrant Agent at the
        Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
        by such court, shall be a corporation organized and existing under the laws
        of
        the State of New York, in good standing and having its principal office in
        the
        Borough of Manhattan, City and State of New York, and authorized under such
        laws
        to exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authority. After appointment, any successor Warrant Agent
        shall
        be vested with all the authority, powers, rights, immunities, duties, and
        obligations of its predecessor Warrant Agent with like effect as if originally
        named as Warrant Agent hereunder, without any further act or deed; but if
        for
        any reason it becomes necessary or appropriate, the predecessor Warrant Agent
        shall execute and deliver, at the expense of the Company, an instrument
        transferring to such successor Warrant Agent all the authority, powers, and
        rights of such predecessor Warrant Agent hereunder; and upon request of any
        successor Warrant Agent the Company shall make, execute, acknowledge, and
        deliver any and all instruments in writing for more fully and effectually
        vesting in and confirming to such successor Warrant Agent all such authority,
        powers, rights, immunities, duties, and obligations.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      8.2.2. Notice
        of Successor Warrant Agent.
        In the
        event a successor Warrant Agent shall be appointed, the Company shall give
        notice thereof to the predecessor Warrant Agent and the transfer agent for
        the
        Ordinary Shares not later than the effective date of any such
        appointment.

      


      8.2.3. Merger
        or Consolidation of Warrant Agent.
        Any
        corporation into which the Warrant Agent may be merged or with which it may
        be
        consolidated or any corporation resulting from any merger or consolidation
        to
        which the Warrant Agent shall be a party shall be the successor Warrant Agent
        under this Agreement without any further act.

      


      8.3. Fees
        and Expenses of Warrant Agent.

      


      8.3.1. Remuneration.
        The
        Company agrees to pay the Warrant Agent reasonable remuneration for its services
        as such Warrant Agent hereunder and will reim-burse the Warrant Agent upon
        demand for all expenditures that the Warrant Agent may reasonably incur in
        the
        execution of its duties hereunder.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      8.3.2. Further
        Assurances.
        The
        Company agrees to perform, execute, acknowledge, and deliver or cause to
        be
        performed, executed, acknowledged, and delivered all such further and other
        acts, instruments, and assurances as may reason-ably be required by the Warrant
        Agent for the carrying out or performing of the provisions of this
        Agreement.

      


      8.4. Liability
        of Warrant Agent.

      


      8.4.1. Reliance
        on Company Statement.
        Whenever in the performance of its duties under this Warrant Agreement, the
        Warrant Agent shall deem it necessary or desirable that any fact or matter
        be
        proved or established by the Company prior to taking or suffering any action
        hereunder, such fact or matter (unless other evidence in respect thereof
        be
        herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the President or Chairman of the Board
        of
        the Company and delivered to the Warrant Agent. The Warrant Agent may rely
        upon
        such statement for any action taken or suffered in good faith by it pursuant
        to
        the provisions of this Agreement.

      


      8.4.2. Indemnity.
        The
        Warrant Agent shall be liable hereunder only for its own negligence, willful
        misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
        and
        save it harmless against any and all liabilities, including judgments, costs
        and
        reasonable counsel fees, for anything done or omitted by the Warrant Agent
        in
        the execution of this Agreement except as a result of the Warrant Agent’s
        negligence, willful miscon-duct, or bad faith.

      


      


      8.4.3. Exclusions.
        The
        Warrant Agent shall have no respons-ibility with respect to the validity
        of this
        Agreement or with respect to the validity or execution of any Warrant (except
        its countersignature thereof); nor shall it be responsible for any breach
        by the
        Company of any covenant or condition contained in this Agreement or in any
        Warrant; nor shall it be responsible to make any adjustments required under
        the
        provisions of Section 4 hereof or responsible for the manner, method, or
        amount
        of any such adjustment or the ascertaining of the existence of facts that
        would
        require any such adjustment; nor shall it by any act hereunder be deemed
        to make
        any representation or warranty as to the authorization or reservation of
        any
        shares of Ordinary Shares to be issued pursuant to this Agreement or any
        Warrant
        or as to whether any shares of Ordinary Shares will when issued be valid
        and
        fully paid and nonassessable. 

      


      8.5. Acceptance
        of Agency.
        The
        Warrant Agent hereby accepts the agency established by this Agreement and
        agrees
        to perform the same upon the terms and condi-tions herein set forth and among
        other things, shall account promptly to the Company with respect to Warrants
        exercised and concurrently account for, and pay to the Company, all moneys
        received by the Warrant Agent for the purchase of shares of Ordinary Shares
        through the exercise of Warrants.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      9. Miscellaneous
        Provisions.

      


      9.1. Successors.
        All the
        covenants and provisions of this Agreement by or for the benefit of the Company
        or the Warrant Agent shall bind and inure to the benefit of their respective
        successors and assigns.

      


      9.2. Notices.
        Any
        notice, statement or demand authorized by this Warrant Agreement to be given
        or
        made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand or overnight delivery
        or if sent by certified mail or private courier service within five days
        after
        deposit of such notice, postage prepaid, addressed (until another address
        is
        filed in writing by the Company with the Warrant Agent), as
        follows:

      


      China
        Ascendance Acquisition Corp.

      108
        North
        4th
        Ring
        East Road

      QianHe
        JiaYuan, Building 9, Suite 607

      Beijing,
        100029, China

      


      Any
        notice, statement or demand authorized by this Agreement to be given or made
        by
        the holder of any Warrant or by the Company to or on the Warrant Agent shall
        be
        sufficiently given when so delivered if by hand or overnight delivery or
        if sent
        by certified mail or private courier service within five days after deposit
        of
        such notice, postage prepaid, addressed (until another address is filed in
        writing by the Warrant Agent with the Company), as follows:

      


      
        	 	 	 	
                Continental
                  Stock Transfer & Trust Company 

              


        	 	 	 	
                17
                  Battery Place

              


      

      
        	 	 	 	
                New
                  York, New York 10004

              


      

      
        	 	 	 	
                Attn:

              	
                Compliance
                  Department

              


      

      


      with
        a
        copy in each case to:

      


      Graubard
        Miller

      The
        Chrysler Building

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn: David
        Alan Miller, Esq.

       

      and

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      Blank
        Rome LLP

      The
        Chrysler Building

      405
        Lexington Avenue

      New
        York,
        New York 10174

      Attn: Robert
        J.
        Mittman, Esq.

      and

      


      Susquehanna
        Financial Group, LLLP

      401
        City
        Avenue, Suite 220

      Bala
        Cynwyd, Pennsylvania 19004

      Attn: General
        Counsel

      
        and

        


        Ladenburg
          Thalmann & Co. Inc.

        590
          Madison Avenue 

        New
          York,
          New York 10022

        Attn: General
          Counsel

         

      

      9.3. Applicable
        law.
        The
        validity, interpretation, and performance of this Agreement and of the Warrants
        shall be governed in all respects by the laws of the State of New York, without
        giving effect to conflicts of law principles that would result in the
        application of the substantive laws of another jurisdiction. The
        Company hereby agrees that any action, proceeding or claim against it arising
        out of or relating in any way to this Agreement shall be brought and enforced
        in
        the courts of the State of New York or the United States District Court for
        the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. The Company hereby waives any objection
        to such exclusive jurisdiction and that such courts represent an inconvenience
        forum. Any such process or summons to be served upon the Company may be served
        by transmitting a copy thereof by registered or certified mail, return receipt
        requested, postage prepaid, addressed to it at the address set forth in Section
        9.2 hereof. Such mailing shall be deemed personal service and shall be legal
        and
        binding upon the Company in any action, proceeding or claim.

      


      9.4. Persons
        Having Rights under this Agreement.
        Nothing
        in this Agreement expressed and nothing that may be implied from any of the
        provisions hereof is intended, or shall be construed, to confer upon, or
        give
        to, any person or corporation other than the parties hereto and the registered
        holders of the Warrants and, for the purposes of Sections 7.4 and 9.2
        hereof, Susquehanna, any right, remedy, or claim under or by reason of this
        Warrant Agreement or of any covenant, condition, stipulation, promise, or
        agreement hereof. Susquehanna shall be deemed to be a third-party beneficiary
        of
        this Agreement with respect to Sections 7.4 and 9.2 hereof. All covenants,
        conditions, stipulations, promises, and agreements contained in this Warrant
        Agreement shall be for the sole and exclusive benefit of the parties hereto
        (and
        Susquehanna with respect to the Sections 7.4 and 9.2 hereof) and their
        successors and assigns and of the registered holders of the
        Warrants.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      9.5. Examination
        of the Warrant Agreement.
        A copy
        of this Agreement shall be available at all reason-able times at the office
        of
        the Warrant Agent in the Borough of Manhattan, City and State of New York,
        for
        inspection by the registered holder of any Warrant. The Warrant Agent may
        require any such holder to submit his Warrant for inspection by it.

      


      9.6. Counterparts.
        This
        Agreement may be executed in any number of original or facsimile counterparts
        and each of such counterparts shall for all purposes be deemed to be an
        original, and all such counterparts shall together constitute but one and
        the
        same instrument.

      


      9.7. Effect
        of Headings.
        The
        Section headings herein are for convenience only and are not part of this
        Warrant Agreement and shall not affect the inter-pretation thereof.

      


      9.8 Amendments.
        This
        Agreement may be amended by the parties hereto without the consent of any
        registered holder for the purpose of curing any ambiguity, or of curing,
        correcting or supplementing any defective provision contained herein or adding
        or changing any other provisions with respect to matters or questions arising
        under this Agreement as the parties may deem necessary or desirable and that
        the
        parties deem shall not adversely affect the interest of the registered holders.
        All other modifications or amendments, including any amendment to increase
        the
        Warrant Price or shorten the Exercise Period, shall require the written consent
        of the registered holders of a majority of the then outstanding Warrants.
        Notwithstanding the foregoing, the Company may lower the Warrant Price or
        extend
        the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
        respectively, without the consent of the registered holders.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
        as
        of the day and year first above written.

       

      
        	 	 	 
	 	CHINA
                ASCENDANCE
                ACQUISITION CORP. 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
                  
    
Name:


              
	 	   
                 Title 


      

       

      
        	 	 	 
	 	
                CONTINENTAL
                  STOCK TRANSFER 

                &
                  TRUST COMPANY

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
    
Name:

	 	    
                Title 


      

       

      
        
          
          

        

        
          16