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.

    


    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 $5.00 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 ______, 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 the exercise of the Warrants is exempt from the
      registration requirements of the Securities Act of 1933, as amended (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 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.

     

    THIS
      WARRANT MAY NOT BE TRANSFERRED BY THE HOLDER HEREOF PRIOR TO THE COMPANY
      ENTERING INTO A BUSINESS COMBINATION, EXCEPT FOR TRANSFERS TO PERMITTED
      TRANSFEREES, AS DEFINED IN THE ESCROW AGREEMENT DATED AS OF ___________,
      2008.

     

    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.

    

      
        	
                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)

            
	 	 
	
              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)

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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:

                	
                   

                	
                   

                	
                   

                	 
	
                   

                	
                   

                	
                   

                	
                  NOTICE:

                	
                  The
                    signature to this assignment must correspond with the name as
                    written upon
                    the face of the certificate in every particular, without alteration
                    or
                    enlargement or any change
                    whatever.

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    


    
      	
              Signature(s)
                Guaranteed:

            
	 
	
              THE
                SIGNATURE(S) 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 S.E.C. RULE 17Ad-15).

            


    

     

    
      
        
        

      

      
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