Unassociated Document


    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, __________, 2013

     

    HAMBRECHT
      ASIA ACQUISITION CORP.

    
       

      
        	 	 	
                CUSIP

              


      

    

     

    WARRANT

     

    THIS
      CERTIFIES THAT, for value received

     

    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2013 (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
      (the “Warrant Price”), subject to adjustment,
      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
      ______, 2008. 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 Shares underlying the Warrants
      is effective, and a current prospectus relating to the 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 Shares 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 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 unto

       

    

    
      	 
	
              (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)

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      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.)

       

      
        
          
          

        

        
          4