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 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 a
      registration statement under the Securities Act of 1933, as amended (the “Act”
with respect to the ordinary shares underlying the Warrants is effective, and
      a
      current prospectus relating to the ordinary shares issuable upon exercise of
      the
      Warrants is available for delivery to the Warrant holders or 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 Holder resides, subject to the
      Company satisfying its obligations under Section 7.4 of the Warrant Agreement
      to
      use its best efforts. 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.

     

    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.

     

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with a notice of call in writing to the holders of record of the
      Warrant, giving 30 days’ notice of such call at any time after the Warrant
      becomes exercisable if the last sale price of the Shares equals or exceeds
      $11.50 per share on each of 20 trading days within a 30 trading day period
      ending on the third business day prior to the date on which notice of such
      call
      is given and a registration statement covering the Shares is issuable upon
      exercise of the Warrant is effective and current at the time notice is given
      and
      throughout the 30 day notice period. The call price of the Warrants is to be
      $.01 per Warrant. Any Warrant either not exercised or tendered back to the
      Company by the end of the date specified in the notice of call shall be canceled
      on the books of the Company and have no further value except for the $.01 call
      price.

     

    
      	
              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)

            
	 
	 


    

    
      
         

      

       

       

      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 
	 
	
                (SOCIAL
                  SECURITY OR TAX IDENTIFICATION
                  NUMBER)

              


      

    

     

    
      
        	
                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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