Exhibit
4.5


WARRANT AGREEMENT


This Agreement made as
of                ,
2007 between Lumax Acquisition Corp., a Delaware corporation, with offices at
509 Madison Avenue, Suite 1510, New York, New York 10022 (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units (“Units”)
and, in connection therewith, has determined to issue and deliver (i) up to
7,666,666 Warrants, including 1,000,000 Warrants that may be issued to Capital
Growth Financial, LLC (the “Underwriter”) upon exercise of its
over-allotment option (“Public Warrants”) to the public investors, (ii)
up to 613,334 Warrants to the Underwriter or its designees (“Underwriter’s
Warrants”) and (iii) in a concurrent private placement 1,333,333 Warrants
to existing stockholders of the Company (“Insider Warrants”, and
together with the Underwriter’s Warrants and the Public Warrants, the “Warrants”),
each Warrant evidencing the right of the holder thereof to purchase one share
of common stock, par value $0.0001 per share, of the Company’s Common Stock (“Common
Stock”) for $5.00 in the case of the Public Warrants, and $6.00 in the case
of Insider Warrants and Underwriter’s Warrants, in each case subject to
adjustment as described herein; and


WHEREAS, the Company
has filed with the Securities and Exchange Commission a Registration Statement,
No. 333-         on Form S-1 (“Registration
Statement”) for the registration, under the Securities Act of 1933, as
amended (“Act”), of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants; and


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant
Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation
of rights and immunities of the Company, the Warrant Agent and the holders of
the Warrants; and


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement;


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:













 


1.             Appointment of Warrant Agent.


The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the
same in accordance with the terms and conditions set forth in this Agreement.


2.             Warrants.


2.1           Form of Warrant.  Each Warrant shall be issued in registered
form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board, Chief Executive Officer or
President, and Chief Financial Officer, Secretary or Assistant Secretary of the
Company and shall bear a facsimile of the Company’s seal. In the event the
person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she
had not ceased to be such at the date of issuance.


2.2           Effect of
Countersignature.  Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


2.3           Registration.


2.3.1        Warrant Register. 
The Warrant Agent shall maintain books (“Warrant Register”), for
the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


2.3.2        Registered Holder. 
Prior to due presentment for registration of transfer of any Warrant,
the Company and the Warrant Agent may deem and treat the person in whose name
such Warrant shall be registered upon the Warrant Register (“Registered
Holder”), as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


2.4           Detachability of
Warrants.  The securities comprising
the Units will not be separately transferable until 90 days after the date
hereof unless the Underwriter informs the Company of its decision to allow
earlier separate trading, but in no event will the Underwriter allow separate
trading of the securities comprising the Units until the Company files a
Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the
Underwriter’s over-allotment option, if the over-allotment option is exercised
prior to the filing of the Form 8-K.



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2.5           Warrants and
Underwriter’s Warrants.  The
Underwriter’s Warrants and the Insider Warrants shall have the same terms and
be in the same form as the Public Warrants except that (i) the exercise price
of the Insider Warrants and the Underwriter’s Warrants shall be $6.00 per whole
share, subject to the adjustments provided in the last sentence of Section 3.1
and Section 4 hereof, (ii) the Underwriter’s Warrants and the Insider Warrants
will have a “cashless exercise” provision, and (iii) the Insider Warrants will
be subject to “cashless exercise” solely in the event the Company calls the
Insider Warrants for redemption.


3.             Terms and Exercise of Warrants.


3.1           Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at a price of $5.00 per whole
share in the case of Public Warrants, $0.90 per whole share in the case of
Insider Warrants, and $6.00 per whole share in the case of Underwriter’s
Warrants, subject in each case to the adjustments provided in the last sentence
of Section 3.1 and Section 4 hereof.  The
term “Warrant Price” as used in this Warrant Agreement refers to the
price per share at which Common Stock may be purchased at the time a Warrant is
exercised.  The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration
Date; provided, however, that any change in the Warrant Price must apply
equally to all of the Warrants.


3.2           Duration of
Warrants.  A Warrant may be exercised
only during the period (“Exercise Period”) commencing on the later of
(a) the consummation by the Company of a merger, capital stock exchange, asset
acquisition or other similar business combination (as described more fully in
the Registration Statement) and (b)              
, 2008, and terminating at 5:00 p.m., New York City local time on the
earlier to occur of (i)               ,
2011 and (ii) the date fixed for redemption of the Warrants as provided in
Section 6 of this Agreement (“Expiration Date”).  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date.  The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided,
however, that any extension of the duration of the Warrants must apply equally
to all of the Warrants.


3.3           Exercise of Warrants.


3.3.1        Payment. 
Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant
Agent, or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the exercise form, as set forth in
the Warrant, duly executed, and by paying in full, in lawful money of the
United States, in cash, good certified check or good bank draft payable to the
order of the Company (or as otherwise agreed to by the Company), the Warrant
Price for each full share of Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the
Warrant, the exchange of the Warrant for the Common Stock, and the issuance of
the Common Stock.



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Solely in the case of
(i) the Underwriter’s Warrants and (ii) the Insider Warrants (solely to the
extent the Insider Warrants have been called for redemption), in lieu of the
payment of the Warrant Price in cash, the registered holder of the Warrant
shall have the right (but not the obligation), during the Exercise Period, to
require the Company to convert any exercisable but unexercised portion of the
Warrant (the “Conversion Right”), in whole but not in part, into the
shares of Common Stock as provided for in this subsection (the “Net Exercise
Shares”).  Upon exercise of the
Conversion Right, the Company shall deliver to the registered holder thereof
(without payment in cash of the Warrant Price) that number of Net Exercise
Shares equal to (i) the number of shares of Common Stock issuable upon exercise
of the portion of the Warrant being converted, multiplied by (ii) the quotient
obtained by dividing (x) the value of the Warrant (on a per share basis) at the
time the Conversion Right is exercised (determined by subtracting the Warrant
Price (as adjusted) from the average Current Market Price (as defined below)
for the 10 trading days ending on the business day prior to date of notice of
exercise of the Conversion Right is sent to the Company for the shares of
Common Stock issuable upon exercise of the Warrant immediately prior to the
exercise of the Conversion Right) by (y) the average Current Market Price of
one share of Common Stock for the 10 trading days ending on the business day
prior to the date of notice of exercise of the Conversion Right is sent to the
Company, or in the event the Company has called the Warrants for redemption
pursuant to Section 6 hereof, the average Current Market Price of one share of
Common Stock for the 10 trading days ending on the business day prior to the
date on which the notice of redemption is sent to holders of the Warrant
pursuant to Section 6 hereof.  The
Conversion Right may be exercised by surrendering the Warrant at the office of
the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the duly executed exercise
form, as set forth in the Warrant, with the cashless exercise section
completed, exercising the Conversion Right and specifying the total number of
shares of Common Stock the holder thereof will purchase pursuant to such
Conversion Right.  The presentation and
surrender shall be deemed a waiver of the holder’s obligation to pay all or any
portion of the aggregate Warrant Price payable for the shares of Common Stock
being issued upon such exercise of the Warrant. 
The Warrant (or so much thereof as shall have been surrendered for
conversion) shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of the Warrant for conversion in
accordance with the foregoing provisions.


The “Current Market
Price” of a share of Common Stock shall mean (i) if the Common Stock is listed
on a national securities exchange, including the American Stock Exchange, or
quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC
Bulletin Board (or successor trading market), the last sale price of the Common
Stock in the principal trading market for the Common Stock as reported by the
exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is
not listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor
trading market), but is traded in the residual over-the-counter market, the
closing bid price for the Common Stock 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 Common Stock 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.


3.3.2        Issuance of Common Stock.  As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall 



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issue to the registered holder of such Warrant for the number of full
shares of Common Stock to which he or she is entitled, registered in such name
or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new countersigned Warrant for the number of
shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company may not issue or deliver any securities pursuant to
the exercise of a Warrant and may not settle any Warrant exercise unless a registration
statement under the Act with respect to the Common Stock underlying the Public
Warrants is effective. In the event that a registration statement with respect
to the Common Stock underlying the Public Warrants is not effective under the
Act, no holder of any Warrant shall be entitled to exercise such Warrant and
such Warrant may have no value and expire worthless. In no event will the
Company net cash settle the warrant exercise. Warrants may not be exercised by,
or securities issued to, any registered holder in any state in which such
exercise would be unlawful. In the event that a registration statement is not
effective for the exercised Public Warrants, the purchaser of a unit containing
such Warrant will have paid the full purchase price for the unit solely for the
shares included in such unit.


3.3.3        Valid Issuance. 
All shares of Common Stock issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and
nonassessable.


3.3.4        Date of Issuance. 
Each person in whose name any such shares of Common Stock are issued
shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of issuance of such shares,
except that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.


4.             Adjustments.


4.1           Stock
Dividends—Split-Ups.  If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock, or by a split-up of shares of Common Stock or other
similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


4.2           Aggregation of
Shares.  If after the date hereof,
and subject to the provisions of Section 4.6, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


4.3           Adjustments in
Exercise Price.  Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 and 



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4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.


4.4           Replacement of
Securities upon Reorganization, etc. 
In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2
hereof or that solely affects the par value of such shares of Common Stock), 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 shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, 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, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.


4.5           Notices of
Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
notice to the Warrant holder, at the last address set forth for such holder in
the warrant register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


4.6           No Fractional
Shares.  Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If, by reason of
any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up or down to
the nearest whole number the number of the shares of Common Stock to be issued
to the Warrant holder.


4.7           Form of Warrant.  The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state 



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the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement. However, the Company
may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.


5.             Transfer and Exchange of
Warrants.


5.1           Registration of
Transfer.  The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


5.2           Procedure for
Surrender of Warrants.  Warrants may
be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


5.3           Fractional
Warrants.  The Warrant Agent shall
not be required to effect any registration of transfer or exchange which will
result in the issuance of a warrant certificate for a fraction of a warrant.


5.4           Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


5.5           Warrant Execution
and Countersignature.  The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the
provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.


6.             Redemption.


6.1           Redemption.  Subject to Section 6.4 hereof, the
outstanding Warrants may be redeemed (in whole and not in part), at the option
of the Company, at any time after, and from time to time, they become
exercisable and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Common Stock has been at
least $8.50 per share, on each of twenty (20) trading days within any thirty
(30) trading day period ending on the third 



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business day prior to the date on which notice of redemption is given.
The provisions of this Section 6.1 may not be modified, amended or deleted
without the prior written consent of the Underwriter.


6.2           Date Fixed for,
and Notice of, Redemption.  In the
event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the registered
holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.


6.3           Exercise After
Notice of Redemption.  The Warrants
may be exercised in accordance with Section 3 of this Agreement at any time
after notice of redemption shall have been given by the Company pursuant to
Section 6.2 hereof and prior to the Redemption Date. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.


6.4           Redemption of
Purchase Option.  Notwithstanding
anything to the contrary contained herein or in that certain Unit Purchase
Option, dated as of __________, 2007 (the “Unit Purchase Option”), if
the Company shall elect to redeem all of the Warrants, (i) the Underwriter’s
option to purchase up to three hundred six thousand six hundred sixty seven
(306,667) Units (as described in more detail in the Unit Purchase Option), if
not earlier exercised in full, shall be automatically exercised immediately
prior to a redemption of the Company’s outstanding Warrants pursuant to Section
6.1 hereof and (ii) each Warrant that is part of a Unit issued thereunder upon
such automatic conversion shall be redeemed by the Company as part of such
redemption for the Redemption Price.


7.             Other Provisions Relating to
Rights of Holders of Warrants.


7.1           No Rights as
Stockholder.  A Warrant does not
entitle the registered holder thereof to any of the rights of a stockholder of
the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or
the election of directors of the Company or any other matter.


7.2           Lost, Stolen,
Mutilated, or Destroyed Warrants.  If
any Warrant is lost, stolen, mutilated or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor
and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by anyone.


7.3           Reservation of
Common Stock.  The Company shall at
all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Agreement.



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7.4           Registration of
Common Stock.  The Company agrees
that prior to the commencement of the Exercise Period, it shall file with the
Securities and Exchange Commission a post-effective amendment to the
Registration Statement, or a new registration statement, for the registration,
under the Act, of, and it shall take such action as is necessary to qualify for
sale, in those states in which the Warrants were initially offered by the
Company, the Common Stock issuable upon exercise of the Warrants. In either
case, the Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement
until the expiration or redemption of the Warrants in accordance with the
provisions of this Agreement. The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of the
Underwriter.


8.             Concerning the Warrant Agent and
Other Matters.


8.1           Payment of Taxes.  The Company will from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


8.2           Resignation, Consolidation, or Merger of Warrant Agent.


8.2.1        Appointment of Successor Warrant Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in
writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation or other entity organized and existing under the laws of
a state of the United States, in good standing and authorized under such laws
to exercise corporate trust powers and be subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent
shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


8.2.2        Notice of Successor Warrant Agent.  In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant 



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Agent and the transfer agent for the Common Stock not later than the
effective date of any such appointment.


8.2.3        Merger or Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.


8.3           Fees and Expenses of Warrant Agent.


8.3.1        Remuneration. 
The Company agrees to pay the Warrant Agent reasonable remuneration for
its services as such Warrant Agent hereunder and will reimburse the Warrant
Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


8.3.2        Further Assurances. 
The Company agrees to perform, execute, acknowledge, and deliver or
cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by
the Warrant Agent for the carrying out or performing of the provisions of this
Agreement.


8.4           Liability of Warrant Agent.


8.4.1        Reliance on Company Statement.  Whenever in the performance of its duties
under this Warrant Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a statement signed by the Chief
Executive Officer, President or Chairman of the Board of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


8.4.2        Indemnity.  The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct or bad faith.


8.4.3        Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or be responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to 



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whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.


8.5           Acceptance of Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of
Warrants.


9.             Miscellaneous Provisions.


9.1           Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


9.2           Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


Lumax Acquisition Corp.

509 Madison Avenue, Suite 1510

New York, New York

Attention: Scott W. Hartman


With a copy to:


Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway

New York, New York 10036

Attn: Ronald A. Fleming, Jr., Esq.


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any
Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson


with a copy in each case to:



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Capital Growth Financial, LLC

225 NE Mizner Blvd., Suite 750

Boca Raton, Florida 33432

Attn: Alan L. Jacobs


and:


Greenberg Traurig, P.A.

777 South Flagler Drive

Suite 300 East

West Palm Beach, Florida 33401

Attn: Morris C.  Brown, Esq.


9.3           Applicable law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflict of laws.  The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenience forum.  Any such 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 9.2 hereof.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.


9.4           Persons Having
Rights under this Agreement.  Nothing
in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 2.5, 3.1, 3.2, 6.1,
6.4, 7.4 and 9.2 hereof, the Underwriter, any right, remedy or claim under or
by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Underwriter shall be deemed to be a third
party beneficiary of this Agreement with respect to Sections 2.5, 3.1, 3.2,
6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the
sole and exclusive benefit of the parties hereto (and the Underwriter with
respect to the Sections 2.5, 3.1, 3.2, 6.1, 6.4, 7.4 and 9.2 hereof) and their
successors and assigns and of the registered holders of the Warrants.


9.5           Examination of
the Warrant Agreement.  A copy of
this Agreement shall be available at all reasonable times at the office of the
Warrant Agent, for inspection by the Underwriter or by the registered holder of
any Warrant. The Warrant Agent may require any such holder to submit his
Warrant for inspection by it.


9.6           Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.



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9.7           Effect of
Headings.  The Section headings
herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


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intentionally left blank; signature page follows]


 



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IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the day and
year first above written.


	
   

  	
  LUMAX ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[Signature Page to Warrant Agreement]















Exhibit A


[Form of Warrant]


 


 


 


 


 


 


 


[Specimen Warrant Certificate]