SPECIMEN
      WARRANT CERTIFICATE 

     

     

    
      	NUMBER	
              WARRANTS
                

            


    

    __________-

     

    (SEE
      REVERSE SIDE FOR LEGEND)

    (THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

    NEW
      YORK
      CITY TIME, __________, 2012

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

     

    CUSIP
                    

     

    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2012 (the
“Warrant”) to purchase one fully paid and non-assessable ordinary share, par
      value $.001 per share (“Shares”), of HAMBRECHT ASIA ACQUISITION CORP., a Cayman
      Islands corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of (i) the Company’s completion of a business
      combination with one or more target businesses or (ii) one (1) year from the
      date of the prospectus covering the Warrants, such number of Shares of the
      Company at the price of $6.00 per share, upon surrender of this Warrant
      Certificate and payment of the Warrant Price in cash or on a net-share basis
      at
      the office or agency of the Warrant Agent, Continental Stock Transfer &
Trust Company (such payment to be made by check made payable to the Warrant
      Agent), but only subject to the conditions set forth herein and in the Warrant
      Agreement between the Company and Continental Stock Transfer & Trust Company
      dated ______, 2007. The Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Warrant and shall have no obligation to settle
      a
      Warrant exercise unless 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 Holder resides. In the event that
      a
      registration statement with respect to the ordinary share underlying a Warrant
      is not effective under the Act, the holder of such Warrant shall not be entitled
      to exercise such Warrant and such Warrant may have no value and expire
      worthless. In no event will the Company be required to net cash settle this
      warrant. The Warrant Agreement provides that upon the occurrence of certain
      events the Warrant Price and the number of Warrant Shares purchasable hereunder,
      set forth on the face hereof, may, subject to certain conditions, be adjusted.
      The term Warrant Price as used in this Warrant Certificate refers to the price
      per Share at which Shares may be purchased at the time the Warrant is
      exercised.

     

    THIS
      WARRANT MAY NOT BE TRANSFERRED BY THE HOLDER HEREOF PRIOR TO THE COMPANY
      ENTERING INTO BUSINESS COMBINATION, EXCEPT FOR TRANSFERS TO PERMITTED
      TRANSFEREES, AS DEFINED IN THE ESCROW AGREEMENT DATED AS OF ___________,
      2007.

     

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If, upon
      exercise of a Warrant, a holder would be entitled to receive a fractional
      interest in a Share, the Company will, upon exercise, round up to the nearest
      whole number the number of ordinary shares to be issued to the warrant
      holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or his
      assignee a new Warrant Certificate covering the number of Shares for which
      the
      Warrant has not been exercised.

     

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

     

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.


    
      	
              By

            	 	 	 
	 	 	 
	 	
              Secretary

            	 	
              Chief
                Executive Officer

            


    

     

    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

     

    The
      undersigned Registered Holder irrevocably elects to exercise ______________
      Warrants represented by this Warrant Certificate, and to
      purchase the ordinary shares issuable upon the exercise of such Warrants, and
      requests that Certificates for such shares shall be issued in the name
      of

     

    
      
        	 
	
                (PLEASE
                  TYPE OR PRINT NAME AND ADDRESS)

              
	 
	 
	 
	 
	
                (SOCIAL
                  SECURITY OR TAX IDENTIFICATION
                  NUMBER)

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  and
                    be delivered to
                    ______________________________________________________________________________________________

                
	
                   (PLEASE
                    PRINT OR TYPE NAME AND ADDRESS)

                
	
                  _____________________________________________________________________________________________________________

                
	
                   

                	
                   

                	
                   

                
	
                  and,
                    if such number of Warrants shall not be all the Warrants evidenced
                    by this
                    Warrant Certificate, that a new Warrant Certificate for the balance
                    of
                    such Warrants be registered in the name of, and delivered to,
                    the
                    Registered Holder at the address stated below:

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  Dated:
                    __________________________________

                	
                   

                	
                  ___________________________________

                
	
                   

                	
                   

                	
                   (SIGNATURE)

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                  ___________________________________

                
	
                   

                	
                   

                	
                  (ADDRESS)

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   ___________________________________

                
	
                   

                	
                   

                	
                   ___________________________________

                
	
                   

                	
                   

                	
                  (TAX
                    IDENTIFICATION NUMBER)

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   ASSIGNMENT

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   To
                    Be Executed by the Registered Holder in Order to Assign
                    Warrants

                
	
                   

                	
                   

                	
                   

                
	
                  For
                    Value Received,
                    ___________________________________________________________ hereby
                    sell,
                    assign, and transfer into

                
	
                   

                	
                   

                	
                   

                
	
                   _____________________________________________________________________________________________________________

                
	
                   PLEASE
                    TYPE OR PRINT NAME AND ADDRESS

                
	
                   _____________________________________________________________________________________________________________

                
	
                   _____________________________________________________________________________________________________________

                
	
                   _____________________________________________________________________________________________________________

                
	
                  (SOCIAL
                    SECURITY OR TAX IDENTIFICATION NUMBER)

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  and
                    be delivered to
                    ______________________________________________________________________________________________________________

                
	
                   

                	
                   (PLEASE
                    PRINT OR TYPE NAME AND ADDRESS)

                
	
                   

                	
                   

                	
                   

                
	
                  _____________________
                    of the Warrants represented by this Warrant Certificate, and
                    hereby
                    irrevocably constitute and appoint ________________________ Attorney
                    to
                    transfer this Warrant Certificate on the books of the Company,
                    with full
                    power of substitution in the premises.

                
	
                   

                
	
                   Dated:
                    _____________________________________________                 
                    __________________________________________________________________

                
	
                  (SIGNATURE)

                
	
                   

                
	 


        

      

       

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    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM
      MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE
      IN
      EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,
      AND MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE
      17Ad-15.)

     

     

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