Unassociated Document


    EXHIBIT
      4.6

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
      PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
      WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
      OTHER THAN (I) BROADBAND CAPITAL MANAGEMENT LLC (“BROADBAND”) OR ITS AFFILIATES
      OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
      HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE OF BROADBAND OR OF
      ANY
      SUCH UNDERWRITER OR SELECTED DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I)
   ,
      2008 [SIX
      MONTHS FROM EFFECTIVE DATE]
      AND (II) THE CONSUMMATION BY HAMBRECHT ASIA ACQUISITION CORP. (THE “COMPANY”) OF
      A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS
      COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
      REGISTRATION STATEMENT (AS DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE
      VOID
      AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON   ,
      2013 [FIVE
      YEARS FROM EFFECTIVE DATE].

     

    


    


    UNIT
      PURCHASE OPTION

    


    FOR
      THE PURCHASE OF

    


    280,000
      UNITS

    


    OF

    


    HAMBRECHT
      ASIA ACQUISITION CORP.

    


    


    1. Purchase
      Option.

    


    THIS
      CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
Broadband
      Capital Management LLC (collectively, with its successors and permitted assigns
      and/or transferees, the “Holder”
or
      “Broadband”),
      as
      registered owner of this Purchase Option, to Hambrecht Asia Acquisition Corp.,
      a
      company formed under the laws of the Cayman Islands (the “Company”),
      Holder is entitled, at any time or from time to time after the closing of the
      Offering (as defined below) and during the period commencing (the “Commencement
      Date”)
      on the
      later of: (i) the consummation of a Business Combination and (ii)   ,
      2008
[six
      months from the effective date of the registration
      statement],
      and
      expiring (the “Expiration
      Date”)
      at or
      before 5:00 p.m., New York City local time,    ,
      2013
[five
      years from effective date of the registration statement],
      but not
      thereafter, to subscribe for, purchase and receive, in whole or in part, up
      to
      Two Hundred Eighty Thousand (280,000) units (the “Units”)
      of the
      Company, each Unit consisting of one ordinary share of the Company, par value
      $.001 per share (the “Ordinary
      Shares”),
      and
      one warrant (the “Warrant”)
      to
      purchase one Ordinary Share expiring five years from the effective date (the
      “Effective
      Date”)
      of the
      registration statement (the “Registration
      Statement”)
      pursuant to which Units are offered for sale to the public (the “Offering”).
      Each
      Warrant is on the same terms and conditions as the warrants underlying the
      Units
      being registered for sale to the public by way of the Registration
      Statement.
      If the
      Expiration Date is a day on which banking institutions are authorized by law
      to
      close, then this Purchase Option shall expire on the next succeeding day that
      is
      not such a day in accordance with the terms herein. During the period ending
      on
      the Expiration Date, the Company agrees not to take any action that would
      terminate the Purchase Option. This Purchase Option is initially exercisable
      at
      $10.00 per Unit (the “Exercise
      Price”).
      The
      number of Units purchasable hereunder and the Exercise Price are subject to
      adjustment as provided in this Purchase Option.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Exercise.

    


    2.1 Exercise.
      This
      Purchase Option may be exercised by the Holder in whole or in part at any time
      or in part from time to time on or after the Commencement Date and before the
      Expiration Date by: (x) surrendering this Purchase Option to the Company, (y)
      delivering a subscription form in the attached hereto as Annex I (duly executed
      by the Holder) and (z) making payment of the Exercise Price in cash, certified
      or official bank check payable to the order of the Company or wire transfer
      of
      immediately available funds (to an account designated by the Company), in any
      case in an amount obtained by multiplying (a) the number of Units designated
      by
      the Holder in the subscription form by (b) the Exercise Price then in effect.
      In
      the event of a partial exercise or assignment hereof, the Company shall issue
      and deliver to or upon the order of the Holder a new Purchase Option of like
      tenor, in the name of the Holder or as the Holder (upon payment by the Holder
      of
      applicable transfer taxes) may request, evidencing the right to purchase the
      aggregate number of Units for which such Purchase Option may still be exercised.
      If the subscription rights represented hereby shall not be exercised at or
      before 5:00 p.m., New York City local time on the Expiration Date, this Purchase
      Option automatically shall become and be void, without further force or effect,
      and all rights represented hereby shall cease and expire.

    


    2.2 Legend.
      Each
      certificate for the Units issued upon exercise of this Purchase Option and
      each
      certificate representing the underlying Ordinary Shares and Warrants and the
      Ordinary Shares issuable upon exercise of the underlying Warrants (the
“Warrant
      Shares”)
      shall
      bear a legend as follows, unless such Units, Ordinary Shares, Warrants and/or
      Warrant Shares (collectively, the “Securities”)
      have
      been registered under the Securities Act of 1933, as amended (the “Act”):

    


    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
      OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

    


    
      
         

      

      
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    2.3 Cashless
      Exercise.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Ordinary Shares and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (the “Conversion
      Right”)
      as
      follows: upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of Ordinary Shares and Warrants comprising that number of Units equal
      to
      the quotient obtained by dividing (x) the Value (as defined below) of the
      portion of the Purchase Option being converted by (y) the Current Market Value
      (as defined below) of the portion of the Purchase Option being converted. The
      “Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
      Units underlying the portion of this Purchase Option being converted from (b)
      the Current Market Value (as defined below) of a Unit multiplied by the number
      of Units underlying the portion of the Purchase Option being converted. As
      used
      herein, the term “Current
      Market Value”
per
      Unit at any date means: (A) in the event that neither the Units nor Warrants
      are
      still trading, the remainder derived from subtracting (x) the exercise price
      of
      the Warrants multiplied by the number of Ordinary Shares issuable upon exercise
      of the Warrants underlying one Unit from (y) (i) the Current Market Price of
      the
      Ordinary Shares multiplied by (ii) the number of Ordinary Shares underlying
      one
      Unit, which shall include the Ordinary Shares underlying the Warrants included
      in such Unit less the Exercise Price for the Unit plus the current Market Price
      of the Ordinary Shares underlying the Unit; (B) in the event the Units, Ordinary
      Shares and Warrants are still trading, (i) if the Units are listed on a national
      securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
      or FINRA OTC Bulletin Board (or successor), the average of the last sale price
      of the Units in the principal trading market for the Units as reported by the
      exchange, Nasdaq or FINRA, as the case may be, for the ten trading days ending
      on the third business day prior to exercise; or (ii) if the Units are not listed
      on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
      Capital Market or the FINRA OTC Bulletin Board (or successor exchange), but
      is
      traded in the residual over-the-counter market, the average of the closing
      bid
      price for Units for the ten trading days ending on the third business day prior
      to exercise for which such quotations are reported by the Pink Sheets, LLC
      or
      similar publisher of such quotations; and (C) in the event that the Units are
      not still trading but the Ordinary Shares and Warrants underlying the Units
      are
      still trading, the Current Market Price of the Ordinary Shares plus the product
      of (x) the Current Market Price of the Warrants and (y) the number of Ordinary
      Shares underlying the Warrants included in one Unit. The “Current
      Market Price”
shall
      mean (i) if the Ordinary Shares (or Warrants, as the case may be) is listed
      on a
      national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
      Capital Market or FINRA OTC Bulletin Board (or successor such as the Bulletin
      Board Exchange), the average of the sale price of the Ordinary Shares (or
      Warrants) in the principal trading market for the Ordinary Shares as reported
      by
      the exchange, Nasdaq or the FINRA, as the case may be, for the ten trading
      days
      ending on the third business day prior to exercise; (ii) if the Ordinary Shares
      (or Warrants, as the case may be) is not listed on a national securities
      exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the
      FINRA OTC Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for the Ordinary Shares (or
      Warrants) on the last trading day preceding the date in question for which
      such
      quotations are reported by the Pink Sheets, LLC or similar publisher of such
      quotations; and (iii) if the fair market value of the Ordinary Shares cannot
      be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith.

    


    
      
         

      

      
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    2.4
       Mechanics
      of Cashless Exercise.
      The
      cashless exercise right set forth herein may be exercised by the Holder on
      any
      business day on or after the Commencement Date and not later than the Expiration
      Date by delivering the Purchase Option with the duly executed exercise form
      attached hereto with the cashless exercise section completed to the Company,
      exercising the cashless exercise right and specifying the total number of Units
      the Holder will purchase pursuant to such right.

    


    2.5 No
      Cash Settlement. Notwithstanding
      anything to the contrary contained in this Purchase Option, under no
      circumstances will the Company be required to net cash settle the exercise
      of
      the Purchase Option or the Warrants underlying the Purchase Option.

    


    2.6 Effective
      Registration Statement.
      The
      Warrants underlying this Purchase Option are exercisable only during those
      periods of time in which the Company maintains the effectiveness of the
      Registration Statement. If the Company fails to maintain the effectiveness
      of
      the Registration Statement, the Warrants underlying this Purchase Option may
      expire worthless.

    


    3. Transfer.

    


    3.1 General
      Restrictions.
      Holder
      agrees that, pursuant to FINRA Rule 2710(g)(1), it will not sell this Purchase
      Option during the Company’s Offering, nor shall such Holder sell, transfer,
      assign, pledge, hypothecate or otherwise dispose of this Purchase Option
      (including the Securities hereunder) or cause this Purchase Option or the
      Securities hereunder to be the subject of any hedging, short sale, derivative,
      put or call transaction that would result in the effective economic disposition
      of this Purchase Option or the Securities hereunder, except as provided for
      in
      FINRA Rule 2710(g)(2). 

    


    3.2 Restrictions
      Imposed by the Act.
      The
      Securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the Securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Ellenoff, Grossman & Schole LLP shall be deemed
      satisfactory evidence of the availability of an exemption), or (ii) a
      registration statement or a post-effective amendment to the Registration
      Statement relating to such Securities has been filed by the Company and declared
      effective by the Securities and Exchange Commission (the “SEC”)
      and
      compliance with applicable state securities law has been
      established.

    


    4. New
      Purchase Options to be Issued.

    


    
      
         

      

      
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    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In order to make any permitted assignment
      or
      transfer, the Holder must deliver to the Company the assignment form attached
      hereto as Annex II duly executed and completed, together with the Purchase
      Option and payment of all transfer taxes, if any, payable in connection
      therewith. The Company shall within five (5) business days transfer this
      Purchase Option on the books of the Company and shall execute and deliver a
      new
      Purchase Option or Purchase Options of like tenor to the appropriate assignee(s)
      expressly evidencing the right to purchase the aggregate number of Units
      purchasable hereunder or such portion of such number as shall be contemplated
      by
      any such assignment or transfer.

    


    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

    


    5. Registration
      Rights.
      

    


    5.1 Demand
      Registration.

    


    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (an “Demand
      Notice”)
      of the
      Holder(s) of at least 51% (the “Majority
      Holders”)
      of the
      Purchase Options and/or the underlying Units and/or the underlying Securities,
      agrees to register all or any portion of the Purchase Option and the underlying
      Securities (collectively, the “Registrable
      Securities”)
      as
      requested by the Majority Holders. The Company will file a registration
      statement or a post-effective amendment to the Registration Statement covering
      the Registrable Securities within sixty (60) days after receipt of the Initial
      Demand Notice and use its commercially reasonable efforts to have such
      registration statement or post-effective amendment declared effective as soon
      as
      possible thereafter, subject to compliance with review by the SEC. The demand
      for registration may be made at any time beginning six (6) months prior to
      the
      Commencement Date. The Company covenants and agrees to give written notice
      of
      its receipt of any Demand Notice by any Holder(s) to all other registered
      Holders of the Purchase Options and/or the Registrable Securities within ten
      (10) days from the date of the receipt of any such Demand Notice.

    


    5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of one legal counsel selected
      by
      the Holders to represent them in connection with the registration of the
      Registrable Securities, but the Holders shall pay any and all underwriting
      commissions. The Company agrees to use its reasonable best efforts to qualify
      or
      register the Registrable Securities in such States as are reasonably requested
      by the Majority Holder(s); provided,
      however,
      that in
      no event shall the Company be required to register the Registrable Securities
      in
      a State in which such registration would cause (i) the Company to be obligated
      to qualify to do business in such State, or would subject the Company to
      taxation as a foreign corporation doing business in such jurisdiction or (ii)
      the principal stockholders of the Company to be obligated to escrow their shares
      of capital stock of the Company. The Company shall cause any registration
      statement or post-effective amendment filed pursuant to the demand rights
      granted under Section 5.1.1 to remain effective for a period of two (2) years
      from the effective date of such registration statement or post-effective
      amendment.

    


    
      
         

      

      
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    5.2 “Piggy-Back”
      Registration.

    


    5.2.1 Grant
      of Right.
      If at
      any time during a period of seven (7) years commencing on the Effective Date
      when there is not an effective registration statement covering all of the
      Registrable Securities, the Company shall determine to prepare and file with
      the
      SEC a registration statement relating to an offering under the Act of any of
      its
      securities, other than pursuant to SEC Form S-4 or S-8 or any equivalent form,
      the Company, upon the request of any Holder, as described below, shall cause
      the
      registration under the Act of the Registrable Securities as part of any such
      registration statement filed by the Company; provided,
      however,
      that
      if, in the written opinion of the Company’s managing underwriter or
      underwriters, if any, for such offering, the inclusion of the Registrable
      Securities, when added to the securities being registered by the Company or
      the
      selling stockholder(s), will exceed the maximum amount of the Company’s
      securities (the “Maximum
      Number of Shares”)
      which
      can be marketed (i) at a price reasonably related to their then current market
      value, and (ii) without materially and adversely affecting the entire offering,
      then the Company shall include in any such registration:

    


    (i) If
      the
      registration is undertaken for the Company’s account: (A) first, the Ordinary
      Shares or other securities that the Company desires to sell that can be sold
      without exceeding the Maximum Number of Shares; (B) second, to the extent that
      the Maximum Number of Shares has not been reached under the foregoing clause
      (A), the Ordinary Shares, if any, including the Registrable Securities, as
      to
      which registration has been requested pursuant to written contractual piggy-back
      registration rights of security holders (pro rata in accordance with the number
      of Ordinary Shares which each such person has actually requested to be included
      in such registration, regardless of the number of Ordinary Shares with respect
      to which such persons have the right to request such inclusion) that can be
      sold
      without exceeding the Maximum Number of Shares; and

    


    (ii) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (A) first, the Ordinary Shares for the account
      of the demanding persons that can be sold without exceeding the Maximum Number
      of Shares; (B) second, to the extent that the Maximum Number of Shares has
      not
      been reached under the foregoing clause (A), the Ordinary Shares or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; and (C) third, to the extent that the Maximum
      Number of Shares has not been reached under the foregoing clauses (A) and (B),
      the Registrable Securities as to which registration has been requested under
      this Section 5.2 (pro rata in accordance with the number of shares of
      Registrable Securities held by each such holder); and (D) fourth, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration
      has been requested pursuant to written contractual piggy-back registration
      rights which other shareholders desire to sell that can be sold without
      exceeding the Maximum Number of Shares.

    


    
      
         

      

      
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    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the reasonable expenses of one legal counsel
      selected by the Holders to represent them in connection with the registration
      of
      the Registrable Securities but the Holders shall pay any and all underwriting
      commissions related to the Registrable Securities. In the event of such a
      proposed registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen (15) days’ written notice
      prior to the proposed date of filing of such registration statement. Such notice
      to the Holders shall continue to be given for each applicable registration
      statement filed (during the period in which the Purchase Option is exercisable)
      by the Company until such time as all of the Registrable Securities have been
      registered and sold. The holders of the Registrable Securities shall exercise
      the “piggy-back” rights provided for herein by giving written notice, within ten
      days of the receipt of the Company’s notice of its intention to file a
      registration statement. The Company shall cause any registration statement
      filed
      pursuant to the above “piggyback” rights to remain effective for at least nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell all of such securities. The
      Company agrees, at its sole expense, to use its reasonable best efforts to
      qualify or register the Registrable Securities in such States as are reasonably
      requested by the Majority Holder(s); provided, however, that in no event shall
      the Company be required to register the Registrable Securities in a State in
      which such registration would cause (i) the Company to be obligated to qualify
      to do business in such State, or would subject the Company to taxation as a
      foreign corporation doing business in such jurisdiction or (ii) the principal
      stockholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. 

    


    5.3 General
      Terms.

    


    5.3.1 Indemnification.
      The
      Company shall, notwithstanding any termination of this Purchase Option,
      indemnify and hold harmless each Holder, the officers, directors, agents,
      brokers, investment advisors and employees of each of them and each person,
      if
      any, who controls such Holders within the meaning of Section 15 of the Act
      or
      Section 20(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      and the
      officers, directors, agents and employees of such controlling person, to the
      fullest extent permitted by applicable law, from and against
      all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising out of or relating to such registration statement filed pursuant to
      this
      Section 5 and any prospectus contained in the registration statement or in
      any
      amendment or supplement thereto, except only to the same extent and with the
      same effect as the provisions pursuant to which the Company has agreed to
      indemnify the underwriters contained in Section 5.1 of the Underwriting
      Agreement between the Company, Broadband and the other underwriters named
      therein dated the Effective Date. Each Holder of the Registrable Securities
      to
      be sold pursuant to such registration statement, and their successors and
      assigns, shall severally, and not jointly, indemnify the Company, its officers
      and directors and each person, if any, who controls the Company within the
      meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against
      all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against any claim whatsoever) to which they may become
      subject under the Act, the Exchange Act or otherwise, arising from information
      furnished by or on behalf of such Holders, or their successors or assigns,
      in
      writing, for specific inclusion in such registration statement to the same
      extent and with the same effect as the provisions contained in Section 5.2
      of
      the Underwriting Agreement pursuant to which the underwriters have agreed to
      indemnify the Company.

    


    
      
         

      

      
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    5.3.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring any Holder
      to
      exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the filing of any registration statement or the effectiveness
      thereof.

    


    5.3.3 Documents
      Delivered to Holders.
      The
      Company shall furnish Broadband, as representative of the Holders participating
      in any of the foregoing offerings, a signed counterpart, addressed to the
      participating Holders, of (i) an opinion of counsel to the Company, dated the
      effective date of such registration statement (and, if such registration
      includes an underwritten public offering, an opinion dated the date of the
      closing under any underwriting agreement related thereto), and (ii) a “cold
      comfort” letter dated the effective date of such registration statement (and, if
      such registration includes an underwritten public offering, a letter dated
      the
      date of the closing under the underwriting agreement) signed by the independent
      public accountants who have issued a report on the Company’s financial
      statements included in such registration statement, in each case covering
      substantially the same matters with respect to such registration statement
      (and
      the prospectus included therein) and, in the case of such accountants’ letter,
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
      securities. The Company shall also deliver promptly to Broadband, as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit Broadband, as representative of the Holders, to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the Financial
      Industry Regulatory Authority, Inc. (“FINRA”).
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Broadband, as representative of the Holders, shall reasonably
      request. The Company shall not be required to disclose any confidential
      information or other records to Broadband, as representative of the Holders,
      or
      to any other person, until and unless such persons shall have entered into
      reasonable confidentiality agreements (in form and substance reasonably
      satisfactory to the Company), with the Company with respect
      thereto.

     

    
      
         

      

      
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    5.3.4 Documents
      to be Delivered by Holder(s).
      Each
      Holder participating in any of the foregoing offerings shall furnish to the
      Company a completed and executed questionnaire provided by the Company
      requesting information customarily sought of selling
      securityholders.

    


    5.3.5 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders, whose Registrable Securities
      are being registered pursuant to this Section 5, which managing underwriter
      shall be reasonably acceptable to the Company. Such agreement shall be
      reasonably satisfactory in form and substance to the Company and its legal
      counsel, each Holder and such managing underwriters, and shall contain such
      representations, warranties and covenants by the Company and such other terms
      as
      are customarily contained in agreements of that type used by the managing
      underwriter. The Holders shall be parties to any underwriting agreement relating
      to an underwritten sale of their Registrable Securities and may, at their
      option, require that any or all the representations, warranties and covenants
      of
      the Company to or for the benefit of such underwriters shall also be made to
      and
      for the benefit of such Holders. Such Holders shall not be required to make
      any
      representations or warranties to or agreements with the Company or the
      underwriters except as they may relate to such Holders and their intended
      methods of distribution. Such Holders, however, shall agree to such covenants
      and indemnification and contribution obligations for selling stockholders as
      are
      customarily contained in agreements of that type used by the managing
      underwriter. Further, such Holders shall execute appropriate custody agreements
      and otherwise cooperate fully in the preparation of the registration statement
      and other documents relating to any offering in which they include securities
      pursuant to this Section 5. Each Holder shall also furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

    


    5.3.6 Rule
      144 Sale.  Notwithstanding
      anything contained in this Section 5 to the contrary, the Company shall have
      no
      obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable
      Securities held by any Holder (i) where such Holder would then be entitled
      to
      sell under Rule 144 within any three month period (or such other period
      prescribed under Rule 144 as may be provided by amendment thereof) all of the
      Registrable Securities held by such Holder, and (ii) where the number of
      Registrable Securities held by such Holder is within the volume limitations
      under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
      within the meaning of Rule 144).

    


    5.3.7 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    6. Adjustments.

    


    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

    


    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, 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 thereof, the number of
      Ordinary Shares underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of Ordinary Shares, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $6.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
      to receive two Ordinary Shares and two Warrants (each Warrant exercisable for
      $3.00 per share).

    


    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, the number of outstanding Ordinary Shares is decreased
      by
      a consolidation, combination or reclassification of Ordinary Shares or other
      similar event, then, on the effective date thereof, the number of Ordinary
      Shares underlying each of the Units purchasable hereunder shall be decreased
      in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      Ordinary Shares, and the exercise price applicable thereto, underlying the
      Warrants underlying each of the Units purchasable hereunder shall be adjusted
      in
      accordance with the terms of the Warrants.

    


    6.1.3 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 6.1.1 or 6.1.2 hereof or that solely
      affects the par value of such 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 Ordinary Shares), or in the case of any sale or conveyance to
      another corporation or entity of the property of the Company as an entirety
      or
      substantially as an entirety in connection with which the Company is dissolved,
      the Holder of this Purchase Option shall have the right thereafter (until the
      expiration of the right of exercise of this Purchase Option) to receive upon
      the
      exercise hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, 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, by a Holder of the number of Ordinary Shares of the
      Company obtainable upon exercise of this Purchase Option and the underlying
      Warrants immediately prior to such event; and if any reclassification also
      results in a change in Ordinary Shares covered by Section 6.1.1 or 6.1.2, then
      such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section
      6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    6.1.4 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and the Purchase Options issued after such change may state the
      same Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

    


    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Ordinary Shares), the corporation formed by such consolidation
      or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of Ordinary Shares of the
      Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

    


    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      Ordinary Shares or Warrants upon the exercise of the Purchase Option, nor shall
      it be required to issue scrip or pay cash in lieu of any fractional interests,
      it being the intent of the parties that all fractional interests shall be
      eliminated by rounding any fraction up or down to the nearest whole number
      of
      Warrants, Ordinary Shares or other securities, properties or
      rights.

    


    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      Ordinary Shares, solely for the purpose of issuance upon exercise of the
      Purchase Options or the Warrants underlying the Purchase Option, such number
      of
      Ordinary Shares or other securities, properties or rights as shall be issuable
      upon the exercise thereof. The Company covenants and agrees that, upon exercise
      of the Purchase Options and payment of the Exercise Price therefor, all Ordinary
      Shares and other securities issuable upon such exercise shall be duly and
      validly issued, fully paid and non-assessable and not subject to preemptive
      rights of any stockholder. The Company further covenants and agrees that upon
      exercise of the Warrants underlying the Purchase Options and payment of the
      respective Warrant exercise price therefor, all Ordinary Shares and other
      securities issuable upon such exercise shall be duly and validly issued, fully
      paid and non-assessable and not subject to preemptive rights of any stockholder.
      As long as the Purchase Options shall be outstanding, the Company shall use
      its
      best efforts to cause all (i) Units and Ordinary Shares issuable upon exercise
      of the Purchase Options, (ii) Warrants issuable upon exercise of the Purchase
      Options and (iii) Ordinary Shares issuable upon exercise of the Warrants
      included in the Units issuable upon exercise of the Purchase Option to be listed
      (subject to official notice of issuance) on all securities exchanges (or, if
      applicable on the Nasdaq Global Market, Nasdaq Capital Market, FINRA OTC
      Bulletin Board or any successor trading market) on which the Units, the Ordinary
      Shares or the Warrants may then be listed and/or quoted.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    8. Certain
      Notice Requirements.

    


    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      (15) days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

    


    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its Ordinary Shares for the purpose of entitling them to receive
      a dividend or distribution, or (ii) the Company shall offer to all the holders
      of its Ordinary Shares any additional shares of capital stock of the Company
      or
      securities convertible into, exercisable for or exchangeable for shares of
      capital stock of the Company, or any option, right or warrant to subscribe
      therefor, or (iii) a dissolution, liquidation or winding up of the Company
      (other than in connection with a consolidation or merger) or a sale of all
      or
      substantially all of its property, assets and business or a merger of the
      Company wherein the separate existence of the Company shall cease shall be
      proposed.

    


    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (a “Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s President and Chief Financial Officer.

    


     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, mailed by express mail or private courier service, or sent by
      facsimile transmission, with confirmation of receipt: (i) If to the registered
      Holder of the Purchase Option, to the address and/or fax number of such Holder
      as shown on the books of the Company, or (ii) if to the Company, to the
      following address or fax number or to such other address or and fax number
      as
      the Company may designate by notice to the Holders:

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Hambrecht
      Asia Acquisition Corp.

    388
      Nanjing Xi Lu

    Floor
      23,
      Room 2308

    200003
      Shanghai, China

    Attn:
      [John Wang]

    Fax
      No.:
      _______________________    

    


    9. Miscellaneous.

    


    9.1 Amendments.
      The
      Company and Broadband may from time to time supplement or amend this Purchase
      Option without the approval of any of the Holders in order to cure any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Broadband may deem necessary or desirable and that the Company and Broadband
      deem shall not adversely affect the interest of the Holders. All other
      modifications or amendments shall require the written consent of and be signed
      by the party against whom enforcement of the modification or amendment is
      sought.

    


    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

    


    9.3. Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

    


    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

    


    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. Each of the Company and Broadband agree that any action, proceeding or
      claim against it arising out of, or relating in any way to this Purchase Option
      shall be brought and enforced in the courts of the State of New York located
      in
      New York County or of the United States of America for the Southern District
      of
      New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall
      be exclusive. Each of the Company and Broadband hereby waives any objection
      to
      such exclusive jurisdiction and that such courts represent an inconvenient
      forum. Any 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
      8 hereof. Such mailing shall be deemed personal service and shall be legal
      and
      binding upon the Company in any action, proceeding or claim. The Company and
      the
      Holder agree that the prevailing party(ies) in any such action shall be entitled
      to recover from the other party(ies) all of its reasonable attorneys’ fees and
      expenses relating to such action or proceeding and/or incurred in connection
      with the preparation therefor.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    9.6 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

    


    9.7 Execution.
      It is
      agreed that deliver of the Company’s signature hereon by facsimile or other
      electronic method of delivery shall constitute a valid signature and
      delivery.

    


    9.8
       Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Broadband enter into an agreement (an
“Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

     

    9.9 Underlying
      Warrants.
      At any
      time after exercise by the Holder of this Purchase Option, the Holder may
      exchange his Warrants for Public Warrants upon payment to the Company of the
      difference between the exercise price of his Warrant and the exercise price
      of
      the Public Warrants, if any.

    



    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ___
      day of
  ,
      2008.

    


    


    HAMBRECHT
      ASIA ACQUISITION CORP.

    


    


    By:
      _________________________________

    Name:  

    Title:
      

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    Annex
      I

    


    Form
      to
      be used to exercise Purchase Option

    


    HAMBRECHT
      ASIA ACQUISITION CORP.

    _________________________

    _________________________

    


    Date:_________________,
      200__

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of Hambrecht Asia Acquisition Corp.
      and hereby makes payment of $____________ (at the rate of $_________ per Unit)
      in payment of the Exercise Price pursuant thereto. Please issue the Ordinary
      Shares and Warrants as to which this Purchase Option is exercised in accordance
      with the instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase _________
      Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a “Value” based of
      $_______ based on a “Market Price” of $_______). Please issue the securities
      comprising the Units as to which this Purchase Option is exercised in accordance
      with the instructions given below.

    


    ________________________

    Signature

    


    ________________________

    Signature
      Guaranteed

    


    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    


    Name_____________________________________________________________

    (Print
      in
      Block Letters)

    


    Address__________________________________________________________

    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Annex
      II

    


    Form
      to
      be used to assign Purchase Option

    


    


    ASSIGNMENT

    


    


    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    FOR
      VALUE
      RECEIVED,___________________________________________ does hereby sell, assign
      and transfer unto______________________________________ the right to purchase
      __________ Units of Hambrecht Asia Acquisition Corp. (the “Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

    


    Dated:___________________,
      200_

    


    


    ______________________

    Signature

    


    


    ______________________

    Signature
      Guaranteed

    


    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.