Unassociated Document


    Exhibit
      4.5

     

    WARRANT
      AGREEMENT

     

    This
      Warrant Agreement, dated as of
      [                   ],
      2008 (the “Agreement”) by and between Hambrecht Asia Acquisition Corp., a
      corporation organized under the laws of the Cayman Islands (the “Company”), with
      offices at 13/F Tower 2, New World Tower, 18 Queens Road Central, Hong Kong,
      and
      Continental Stock Transfer & Trust Company, a New York corporation (the
“Warrant Agent”), with offices at 17 Battery Place, New York, New York
      10004.

     

    WHEREAS,
      the Company is engaged in a public offering (the “Public Offering”) of 4,000,000
      Units (“Units”) of the Company, each Unit consisting of one ordinary share, par
      value $0.001 per share (the “Ordinary Share”) and one warrant to purchase one
      Ordinary Share (the “Warrant”) and, in connection therewith, has determined to
      issue and deliver up to 4,000,000 Warrants (the “Public Warrants”) to the public
      investors;

     

    WHEREAS,
      the Company has heretofore engaged in a private offering (the “Private
      Offering”) of 1,150,000 warrants (the “Insider Warrants”) of the Company to
      certain persons named in the Registration Statement (as defined
      below);

     

    WHEREAS,
      in connection with the Public Offering, the Company has determined to sell
      and
      deliver to Broadband Capital Management, Inc. (the “Broadband”), as
      representative of the Underwriters, an option to purchase 280,000 Units of
      the
      Company, which Units contain 280,000 Ordinary Shares and 280,000 Warrants (the
      “Representative Warrants”); 

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “SEC”) a
      Registration Statement, No. 333-146147 on Form S-1 (the “Registration
      Statement”) for
      the registration, under the Securities Act of 1933, as amended (the “Act”) of,
      among other securities,
      the
      Public Warrants and the Ordinary Shares issuable upon exercise of the Public
      Warrants and the Representative’s Warrants and the Ordinary Shares issuable upon
      exercise of the Representative’s Warrants; 

     

    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;
      

     

    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 Public Warrants, the Insider Warrants and the Representative’s
      Warrants (each, the “Warrant”; collectively, 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 of Directors and Chief
      Executive Officer and/or Chief Financial Officer, Chief Operating Officer,
      Treasurer or Assistant 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 denominations
      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.

     

    2.4 Detachability
      of Public Warrants.
      The
      Public Warrants and Ordinary Shares comprising the Units will begin separate
      trading on the 45th
      day
      after the effective date of the Registration Statement hereof unless Broadband
      informs the Company of its decision to allow earlier trading, subject to the
      Company’s having filed the Current Report on Form 8-K and having issued a press
      release announcing when such separate trading will begin, but in no event will
      Broadband allow separate trading of the Public Warrants and Ordinary Shares
      comprising the Units until the Company files with the SEC 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 sale of the Insider Warrants and the Public
      Offering including the proceeds received by the Company from the exercise of
      the
      Underwriters’ Over-allotment Option, if the over-allotment option is exercised
      prior to the filing of the Form 8-K.

     

    
      
        
        

      

      
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    2.5 Insider
      Warrants.
      The
      Insider Warrants may not be transferred until the consummation of the Business
      Combination (as defined in the Registration Statement). 

     

    3. Terms
      and
      Exercise of Warrants

     

    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned 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 Ordinary Shares, at the
      price of $6.00 per Ordinary 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 ten (10) business days, provided
      any such reduction shall be identical 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 the consummation by the Company of a stock exchange, asset
      acquisition or other similar business combination (“Business Combination”) (as
      described more fully in the Company’s Registration Statement) or _____________,
      2009, and terminating at 5:00 p.m., New York City time on the earlier to occur
      of (i) ____________, 2013 or (ii) the date fixed for redemption of the Warrants
      as provided in Section 6 of this Agreement (“Expiration Date”). Notwithstanding
      the foregoing, no Warrant shall be exercisable unless, at the time of exercise,
      a registration statement relating to the Common Stock issuable upon the exercise
      of such a Warrant is effective and current and a prospectus is available for
      use
      by the holders thereof and the Common Stock has been qualified or deemed to
      be
      exempt under the securities laws of the state of residence of the holder of
      such
      Warrants. 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, the Company
      will provide notice to registered holders of the Warrants of such extension
      of
      not less than 20 days and, further provided that any such extension shall be
      identical in duration among all of the Warrants.

     

    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, in lawful money of the United States, in cash,
      good certified check or good bank draft payable to the order of the Company
      (or
      as otherwise agreed to by the Company), the Warrant Price for each full Ordinary
      Share as to which the Warrant is exercised and any and all applicable taxes
      due
      in connection with the exercise of the Warrant, the exchange of the Warrant
      for
      the Ordinary Share, and the issuance of the Ordinary Share.

     

    
      
        
        

      

      
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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
      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 Warrant unless (i) a registration statement under the Act with
      respect to the Ordinary Shares is effective or
      (ii)
      in the opinion of counsel to the Company, the exercise of the Warrants is exempt
      from the registration requirements of the Act and such securities are qualified
      for sale or exempt from qualification under applicable securities laws of the
      states or other jurisdictions in which the registered holders reside.
      Warrants may not be exercised by, or securities issued to, any registered holder
      in any state in which such exercise or
      issuance would be unlawful. In no event will the Company be required to provide
      the registered holder of a warrant with a net-cash settlement or other
      consideration in lieu of physical settlement in shares of Common Stock,
      regardless of whether the Common Stock underlying the Warrants is registered
      pursuant to an effective registration statement. Accordingly, the Warrants
      may
      expire unexercised and worthless if a current registration statement covering
      the Common Stock is not effective.

     

    3.3.3 Valid
      Issuance.
      All
      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 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.

     

    3.3.5 Exercise
      of Insider Warrant.
      Notwithstanding anything contained herein to the contrary, the Insider Warrant
      may, at any time, provided that at the time of exercise they are held by the
      original purchaser thereof or its permitted assigns, be exercised by
      surrendering such Insider Warrant 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 Warrant, multiplied by the difference
      between the Warrant Price and the “FMV” (defined below) by (y) the FMV. The
“FMV” shall mean the average reported last sale price of the Common Stock for
      the 10 trading days ending on the third business day prior to the date on which
      notice of exercise is received by the Company.

     

    
      
        
        

      

      
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    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 Ordinary Shares is increased by a stock dividend payable
      in Ordinary Shares, or by a split-up of Ordinary Shares, or other similar event,
      then, on the effective date of such stock dividend, split-up or similar event,
      the number of Ordinary Shares issuable on exercise of each Warrant shall be
      increased in proportion to such increase in outstanding 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 Ordinary Shares is decreased by a consolidation, combination,
      reverse stock split or reclassification 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 Ordinary Shares
      issuable on exercise of each Warrant shall be decreased in proportion to such
      decrease in outstanding Ordinary Shares.

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number 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 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 Ordinary Shares so purchasable
      immediately thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Ordinary Shares
      (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
      the par value of such Ordinary Shares), or in the case of any consolidation
      of
      the Company with or into another corporation (other than a consolidation in
      which the Company is the continuing corporation and that does not result in
      any
      reclassification or reorganization of the outstanding 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 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, 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
      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, or consolidations, sales or other transfers.

     

    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
      adjustment 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 the 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.

     

    
      
        
        

      

      
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    4.6 No
      Fractional Shares.
      Notwithstanding any provision 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 to the nearest whole number the number of the 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.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Transfer
      of Warrants.
      Prior to
      the date the warrants are detached from the Units (the “Detachment Date”), the
      Public Warrants may be transferred or exchanged only together with the Unit
      in
      which such Warrant is included, and only for the purpose of effecting, or in
      conjunction with, a transfer or exchange of such Unit. Furthermore, each
      transfer of a Unit on the register relating to such Units shall operate also
      to
      transfer the Warrants included in such Unit. From and after the Detachment
      Date,
      this Section 5.1 will have no further force and effect.

     

    5.2 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.

     

    5.3 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon 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.

     

    
      
        
        

      

      
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    5.4 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.

     

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

     

    5.6 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.
      Subject
      to Section 6.4 hereof, not less than all of the outstanding Warrants may be
      redeemed, at the option of the Company, at any time after they become
      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 Warrant
      (“Redemption Price”), provided that the last sales price of the Ordinary Shares
      has been at least $11.50 per share, 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.
      Notwithstanding the foregoing, the Registration Statement must be current in
      order for the Company to exercise its redemption rights pursuant to this Section
      6. The provisions of this Section 6.1 may not be modified, amended or deleted
      without the prior written consent of Broadband. The Insider Warrants are not
      subject to this Section 6 provided they are held by the initial purchasers
      thereof, or their permitted assigns (as described in the Securities Escrow
      Agreement entered into by the holders of Insider Warrants on the date
      hereof).

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the 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 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
      Warrants may be exercised in accordance with Section 3 of this Agreement 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 Warrants shall have no
      further rights except to receive, upon surrender of the Warrants, the Redemption
      Price.

     

    
      
        
        

      

      
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    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 the Representative.

     

    6.5 Exclusion
      of Private Warrants. The Company understands that the redemption rights
      provided for by this Section 6 do not apply to the Insider Warrants if at the
      time of redemption such warrants continue to be held by the initial purchaser
      or
      its permitted assigns. However, once such Insider Warrants are transferred
      other
      than to any permitted assign, the Company may redeem the Insider Warrants,
      provided the criteria for redemption are met, including the opportunity of
      the
      Warrant holder to exercise prior to redemption pursuant to Section
      6.3.

     

    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.

     

    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 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 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.  In
      addition, the Company agrees to use its reasonable efforts to register such
      securities under the blue sky laws of the states of residence of the exercising
      warrant holders to the extent an exemption is not available. The
      provisions of this Section 7.4 may not be modified, amended or deleted without
      the prior written consent of the Representative.

     

    
      
        
        

      

      
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    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 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
      or Consolidation 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.

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

     

    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 reasonably 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 Co-Chief Executive Officer 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 misconduct, or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility 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
      Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as
      to
      whether any 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 conditions 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
      the Company’s Ordinary Shares through
      the exercise of Warrants. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.6 Waiver.
      The Warrant Agent hereby waives any and all right, title, interest or claim
      of
      any kind (“Claim”) in or to any distribution of the Trust Account (as defined in
      that certain Investment Management Trust Agreement, dated as of the date hereof,
      by and between the Company and the Warrant Agent as trustee thereunder), and
      hereby agrees not to seek recourse, reimbursement, payment or satisfaction
      for
      any Claim against the Trust Account for any reason whatsoever.

     

    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:

     

    Hambrecht
      Asia Acquisition Corp.

    13/F
      Tower 2

    New
      World
      Tower

    18
      Queens
      Road Central

    Hong
      Kong

    Attn:
      John Wang, Chief Executive Officer

     

    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:
      [                ]

     

    with
      a
      copy in each case to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attn:
      Mitchell S. Nussbaum, Esq.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    and

     

    Broadband
      Capital Management

    712
      Fifth
      Avenue

    New
      York,
      New York 10019

    Attn:
      T.
      Corby Hocker

     

    and

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Fax:
      (212) 370-7889

    Attn:
      Douglas S. Ellenoff, Esq.

     

    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 conflict of laws. 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 inconvenient 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 6.1, 6.4, 7.4 and
      9.2
      hereof, the Representative, any right, remedy, or claim under or by reason
      of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. The Representative shall be deemed to be a third-party
      beneficiary of this Agreement with respect to Sections 6.1, 6.4, 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 the Representative with respect to the Sections
      6.1,
      6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
      holders of the Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable 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 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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 interpretation thereof.

     

    9.8 Amendments.
      This
      Warrant 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 Warrant 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 each of Broadband and 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 in
      accordance with Sections 3.1 and 3.2, respectively, without such
      consent.

     

    9.9 Severability.
      This
      Warrant Agreement shall be deemed severable, and the invalidity or
      unenforceability of any term or provision hereof shall not affect the validity
      or enforceability of this Warrant Agreement or of any other term or provision
      hereof. Furthermore, in lieu of any such invalid or unenforceable term or
      provision, the parties hereto intend that there shall be added as a part of
      this
      Warrant Agreement a provision as similar in terms to such invalid or
      unenforceable provision as may be possible and be valid and
      enforceable.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              HAMBRECHT
                ASIA ACQUISITION CORP.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

    
      	 	 	 
	 	 	 
	 	
              Continental
                Stock Transfer & Trust Company

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:
              


    

     

    
      
        
        

      

      
        14