EX-4.6






EXHIBIT 4.6




Dated: June 21, 2007




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




UNITS




OF




TITANIUM ASSET MANAGEMENT CORP.





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	1.	 	Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	Unit Purchase Option	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	Exercise	 	 	2	 
	 	 	3.1	 	Exercise Form	 	 	2	 
	 	 	3.2	 	Legend	 	 	2	 
	 	 	3.3	 	Cashless Exercise	 	 	2	 
	 
	 	 	 	3.3.1	 	Cashless Exercise	 	 	2	 
	 
	 	 	 	3.3.2	 	Mechanics of Cashless Exercise	 	 	2	 
	 	 	3.4	 	Reduction in Option Shares upon Liquidation of Trust Fund	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	Transfer	 	 	3	 
	 	 	4.1	 	General Restrictions	 	 	3	 
	 	 	4.2	 	Restrictions Imposed by the Act	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	New Unit Purchase Options to be Issued	 	 	4	 
	 	 	5.1	 	Partial Exercise or Transfer	 	 	4	 
	 	 	5.2	 	Lost Certificate	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	Adjustments	 	 	4	 
	 	 	6.1	 	Adjustments to Exercise Price and Number of Securities	 	 	4	 
	 
	 	 	 	6.1.1	 	Share Dividends — Subdivisions	 	 	4	 
	 
	 	 	 	6.1.2	 	Aggregation of Shares	 	 	4	 
	 
	 	 	 	6.1.3	 	Replacement of Securities upon Reorganization, etc	 	 	5	 
	 
	 	 	 	6.1.4	 	Notice of Changes in Unit Purchase Option	 	 	5	 
	 
	 	 	 	6.1.5	 	Changes in Form of Unit Purchase Option	 	 	5	 
	 	 	6.2	 	Elimination of Fractional Interests	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	Reservation	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	Certain Notice Requirements	 	 	6	 
	 	 	8.1	 	Holder’s Right to Receive Notice	 	 	6	 
	 	 	8.2	 	Events Requiring Notice	 	 	6	 
	 	 	8.3	 	Notice of Change in Exercise Price	 	 	6	 
	 	 	8.4	 	Transmittal of Notices	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	Miscellaneous	 	 	7	 
	 	 	9.1	 	Amendments	 	 	7	 
	 	 	9.2	 	Headings	 	 	7	 






ii









 






	 	 	 	 	 	 	 	 	 	 	 
	10.	 	Entire Agreement	 	 	7	 
	 	 	10.1	 	Binding Effect	 	 	7	 
	 	 	10.2	 	Governing Law	 	 	7	 
	 	 	10.3	 	Arbitration; Submission to Jurisdiction	 	 	7	 
	 	 	10.4	 	Waiver, Etc	 	 	8	 
	 	 	10.5	 	Execution in Counterparts	 	 	8	 
	 	 	10.6	 	Exchange Agreement	 	 	8	 
	 	 	10.7	 	Registration Rights	 	 	8	 






iii














 




THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT
SELL, TRANSFER OR ASSIGN THIS UNIT PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS UNIT PURCHASE OPTION TO ANYONE OTHER THAN SUNRISE SECURITIES CORP., OR THEIR BONA
FIDE OFFICERS OR PARTNERS, OR TO AN EMPLOYEE OF SUNRISE SECURITIES CORP., OR A FAMILY MEMBER OF AN
OFFICER OR DIRECTOR OF SUNRISE SECURITIES CORP. OR TO A CHARITABLE ORGANIZATION (DEFINED BELOW).



THIS UNIT PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE EARLIER OF (I) THE CONSUMMATION BY
TITANIUM ASSET MANAGEMENT CORP. OF A QUALIFIED BUSINESS COMBINATION AND (II) THE QUALIFIED
BUSINESS COMBINATION DEADLINE. VOID AFTER 5:00 P.M EASTERN TIME, JUNE, 21 2012.




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




UNITS




OF




TITANIUM ASSET MANAGEMENT CORP.




(the “Company”)




1. Defined Terms.




     Unless otherwise stated, capitalized terms in this Unit Purchase Option shall have the
meaning ascribed to them in the Company’s offering circular (an admission document) dated June 18,
2007 (the “Admission Document”).



2. Unit Purchase Option.




     THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of (the
“Holder”), as registered owner of this Unit Purchase Option, to the Company, the Holder is
entitled, at any time or from time to time upon the earlier of (i) the consummation by the Company
of a Qualified Business Combination and (ii) Qualified Business Combination Deadline (the date in
(i) or (ii) above, the “Commencement Date”), and at or before 5:00 p.m., Eastern Time on the date
that is five years less one day from the Admission Date (“Expiration Date”), but not thereafter,
to subscribe for, purchase and receive, in whole or in part, up to  ( ) Units of the Company,
each Unit consisting of one Share and one Warrant initially at a
price of $6.60 subject to the
terms of this Unit Purchase Option PROVIDED THAT if exercised later than four years and one day
following the Admission Date, this Unit Purchase Option shall only be exercisable for ( )
Shares (and no Warrants) at a per Share exercise price of $5.50. Each Warrant subject to this Unit
Purchase Option is identical to the Warrants included in the Units being registered for sale to
the investors by way of the Admission Document other than the Warrants subject to this Option are
non-callable by the Company. If the Expiration Date is a day on which banking institutions are
authorized by law to close, then this Unit Purchase Option may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During



-1-









 







the period ending on the Expiration Date, the Company agrees not to take any action that would
terminate the Unit Purchase Option or any portion thereof. This Unit Purchase Option is initially
exercisable at $6.60 per Unit so purchased on the terms of this Section 2; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this
Unit Purchase Option, including the exercise price per Unit and the number of Units (and Shares and
Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context. All the rights of this Unit Purchase Option shall be non-callable by the Company.



3. Exercise.




     3.1 Exercise Form. In order to exercise this Unit Purchase Option, in whole or in
part an
exercise form (attached hereto as Exhibit A) must be duly executed and completed and
delivered to the
Company, together with this Unit Purchase Option and payment of the Exercise Price for the
Units
being purchased payable in cash or by certified check or official bank check. If the
subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the
Expiration Date,
this Unit Purchase Option shall become and be void without further force or effect, and all
rights
represented hereby shall cease and expire.



     3.2 Legend. Each certificate for the securities purchased under this Unit Purchase
Option shall
bear a legend substantially as follows (or in such other form as shall be agreed between the
Company
and the Holder) unless such securities have been registered under the Securities Act of
1933, as
amended (“Act”):




“The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (“Act”) or applicable state
law. The securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the Act and
applicable state law.”



     3.3 Cashless Exercise.



          3.3.1 Cashless Exercise. In lieu of the payment of the Exercise Price multiplied by
the number of Units for which this Unit Purchase Option is exercisable (and in lieu of being
entitled to receive Shares and Warrants) in the manner required by Section 3.1, the Holder shall
have the right (the “Cashless Exercise Right”) (but not the obligation) to convert any exercisable
but unexercised portion of this Unit Purchase Option into Units (“Conversion Right”) as follows:
upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any of the Exercise Price in cash) that number of Units (or that number of Shares
and Warrants (comprised in that number of Units) equal to the quotient obtained by dividing (x)
the “Value” (as defined below) of the portion of the Unit Purchase Option being converted by (y)
the “Current Market Value” (as defined below) of the portion of the Unit Purchase Option being
converted. The “Value” of the portion of the Unit Purchase Option being converted shall equal the
remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
Units underlying the portion of the Unit Purchase Option being converted from (b) the Current
Market Value of a Unit multiplied by the number of Units underlying the portion of the Unit
Purchase Option being converted. As used herein, the “Current Market Value” per Unit at any date
means the Current Market Price of the Shares plus the product of (x) the Current Market Price of
the Warrants and (y) the number of Shares underlying the Warrants included in one Unit. The
“Current Market Price” shall mean (i) if the Shares (or Warrants, as the case may be) are listed
on AIM, the



-2-









 






average of the reported last independent bid price of the Shares (or Warrants, as the case may be)
as reported by AIM for the ten (10) trading days ending on the third business day preceding the
date in question; (ii) if the Shares (or Warrants, as the case may be) are not listed on AIM but
are listed on a national securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital
Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the average
of the reported last independent bid price of the Shares (or Warrants, as the case may be) as
reported by the exchange, Nasdaq or the NASD, as the case may be, for the ten (10) trading days
ending on the third business day preceding the date in question; (iii) if the Shares (or Warrants,
as the case may be) are not listed on AIM, on a national securities exchange or quoted on the
Nasdaq National Global, Nasdaq Capital Market or the NASD OTC Bulletin Board (or successor
exchange), but are traded in the residual over-the-counter market, the average of the reported last
independent bid price of the Shares (or Warrants, as the case may be) for the ten (10) trading days
ending on the third business day preceding the date in question for which such quotations are
reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iv) if the fair
market value of the Shares (or Warrants, as the case may be) cannot be determined pursuant to
sub-sections (i), (ii) or (iii) above, such price as the Board of Directors of the Company shall
determine, in good faith.




          3.3.2 Mechanics of Cashless Exercise. The Cashless Exercise Right may be exercised by
the Holder on any business day on or after the Commencement Date and not later than the Expiration
Date by delivering the Unit Purchase Option with the duly executed exercise form attached hereto
as Exhibit A with the cashless exercise section completed to the Company, specifying the total
number of Units the Holder will purchase pursuant to such Cashless Exercise Right.




     3.4 Reduction in Option Shares upon Liquidation of Trust Fund. In the event that
(i) the Company has completed a Business Combination but fails to complete a Qualified Business
Combination by the Qualified Business Combination Deadline and the Shares are repurchased as
more fully described in the Admission Document and (ii) the Current Market Value of a Unit
exceeds $6.60, the number of Shares underlying this Unit Purchase Option (the “Option Shares”)
shall be reduced, such that the number of Option Shares immediately following such repurchase
shall equal the number of Option Shares immediately prior to such repurchase multiplied by a
fraction, the numerator of which shall be the number of Shares held by the New Stockholders that
are not eligible for repurchase by the Company, and the denominator of which is the total number
of Shares held by the New Stockholders immediately prior to such repurchase.



4. Transfer.




     4.1 General Restrictions. The Holder, by its acceptance hereof, agrees that it will
not sell, transfer, assign, pledge or hypothecate this Unit Purchase Option to anyone other than
(i) to an employee of Sunrise Securities Corp., (ii) any family member of an officer, director or
shareholder of Sunrise Securities Corp. or (iii) an entity exempt from federal income tax under
section 501(c)(3) of the United States Internal Revenue Code, as is now in effect or may
hereafter be amended, or the corresponding provision of any future United States federal tax code
(a “Charitable Organization”), and subject to compliance with or exemptions from, applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form (attached hereto as Exhibit B) duly executed and completed, together
with the Unit Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five business days transfer this Unit Purchase Option on the
books of the Company and shall execute and deliver a new Unit Purchase Option or Unit Purchase
Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase
the aggregate number of Units purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.




-3-












 





     4.2 Restrictions Imposed by the Act. The securities evidenced by this Unit Purchase
Option shall not be transferred unless the transfer is pursuant to an effective registration
statement under the Act or pursuant to an exemption from registration under the Act provided by
Rule 144, Rule 144A or Regulation S under the Act (subject to such transferee making such
representations in favor of the Company as the Company may deem advisable to ensure that such
transfer is conducted pursuant to such an exemption from, or in a transaction not subject to,
registration under the Act and in accordance with any applicable laws of state of the U.S. and
any other jurisdiction and, inter alia, agreement by the transferee to take such securities
subject to customary transfer restrictions and appropriate legends, and accompanied by an opinion
of counsel reasonably satisfactory to the Company that such transfer is to be effected in a
transaction meeting the requirements of Regulation S under the Act or is exempt from
registration), and in each case in accordance with applicable securities laws of each state of
the U.S. and any other jurisdiction.



5. New Unit Purchase Options to be Issued.




     5.1 Partial Exercise or Transfer. Subject to the restrictions in Section 4 hereof, this Unit
Purchase Option may be exercised or assigned (in accordance with Section 4 above) in whole
or in part.
In the event of the exercise or assignment hereof (in accordance with Section 4 above) in
part only,
upon surrender of this Unit Purchase Option for cancellation, together with the duly
executed exercise
or assignment form and funds sufficient to pay any Exercise Price and/or transfer or other
duties or tax,
the Company shall cause to be delivered to the Holder without charge a new Unit Purchase
Option of
like tenor to this Unit Purchase Option in the name of the Holder evidencing the right of
the Holder to
purchase the number of Units purchasable hereunder as to which this Unit Purchase Option has
not
been exercised or assigned.



     5.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Unit Purchase Option and upon being indemnified to
its
satisfaction, the Company shall execute and deliver a new Unit Purchase Option of like tenor
and date.
Any such new Unit Purchase Option executed and delivered as a result of such loss, theft,
mutilation or
destruction shall constitute a substitute contractual obligation on the part of the Company.



6. Adjustments.




     6.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and
the number of Units underlying the Unit Purchase Option shall be subject to adjustment from time
to time as hereinafter set forth:



          6.1.1 Share Dividends — Subdivisions. If after the date hereof, and subject to the
provisions of Section 6.2 below, the number of outstanding Shares is increased by a share dividend
payable in Shares or by a subdivision of Shares or other similar event, then, on the effective
date of such share dividend, subdivision or similar event, the number of Shares underlying each of
the Units purchasable hereunder shall be increased in proportion to such increase in outstanding
Shares. In such case, the number of Shares, and the exercise price applicable thereto, underlying
the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants. For example, if the Company declares a two-for-one share dividend
and at the time of such dividend this Unit Purchase Option is for the purchase of one Unit at
$6.60 per whole Unit (each Warrant underlying the Units is exercisable for $4.00 per share), upon
effectiveness of the dividend, this Unit Purchase Option will be adjusted to allow for the
purchase of one Unit at $6.60 per Unit, each Unit entitling the holder to receive two Shares and
one Warrant (exercisable for two Shares at $2.00 per Share).



-4-









 






          6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions
of
Section 6.2, the number of outstanding Shares is decreased by a consolidation, combination,
reverse
share-split, reclassification of Shares or other similar event, then, on the effective date
thereof, the number
of Shares underlying each of the Units purchasable hereunder shall be decreased in proportion
to such
decrease in outstanding Shares. In such case, the number of Shares, and the exercise price
applicable
thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be
adjusted in
accordance with the terms of the Warrants. For example, if the Company declares a one-for-two
reverse
share split and at the time of such share split this Unit Purchase Option is for the purchase
of one Unit at
$6.60 per whole Unit (with each Warrant underlying the Units being exercisable for $4.00 per
share),
upon effectiveness of the reverse stock split, this Unit Purchase Option will be adjusted to
allow for the
purchase of one Unit at $6.60 per Unit, each Unit entitling the holder to receive one half of
one Share and
one Warrant (such Warrant being exercisable for half a share for $4.00).



          6.1.3 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Shares other than a change covered by
Section 6.1.1
or 6.1.2 hereof or that solely affects the par value of such Shares, 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), or in the case of any sale or conveyance to another
corporation
or entity of the property of the Company as an entirety or substantially as an entirety in
connection with
which the Company is dissolved, the Holder shall have the right thereafter (until the
expiration of the
right of exercise of this Unit Purchase Option), upon the terms and conditions specified in
the Unit
Purchase Option and in lieu of the Shares and Warrants of the Company immediately theretofore
purchaseable and receivable upon the exercise of the rights represented thereby, the kind and
amount of
shares 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 (i)
the Holder of the number of Shares of the Company obtainable upon exercise of this Unit
Purchase
Option would have received immediately prior to such event and (ii) the holder of the Warrants
of the
Company obtainable upon exercise of this Unit Purchase Option would have received upon
exercise of
such Warrant immediately prior to such event. If any reclassification also results in a
change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.2
and this Section 6.1.3 The provisions of this Section 6.1.3 shall similarly apply to
successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



          6.1.4 Notice of Changes in Unit Purchase Option. Upon every adjustment of the
Exercise Price or the number of Shares or Warrants to be issued upon exercise of this Unit
Purchase
Option, the Company shall give notice thereof to the Holder which notice shall state the
Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number of Shares
this Unit
Purchase Option and the number of Shares issuable upon exercise of the Warrants underlying
this Unit
Purchase Option, 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 6.1.1,
6.1.2 or 6.1.3
then, in any such event, the Company shall give written notice to the Holder, at the last
address set forth
for the Holder, 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.



          6.1.5 Changes in Form of Unit Purchase Option. This form of Unit Purchase Option
need not be changed because of any change pursuant to this Section 6, and Unit Purchase
Options issued
after such change may state the same Exercise Price and the same number of Units as are stated
in the
Unit Purchase Options initially issued pursuant to this Agreement. The acceptance by the
Holder of the



-5-









 







issuance of new Unit Purchase Options reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the
computation thereof.



     6.2 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares or Warrants upon the exercise of the Unit Purchase
Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding
any fraction down to the nearest whole number of Warrants, Shares or other securities,
properties or rights.


7. Reservation. The Company shall at all times reserve and keep available out of its
authorized
Shares, solely for the purpose of issuance upon exercise of the Unit Purchase Options or the
Warrants
underlying the Unit Purchase Option, such number of Shares or other securities, properties or
rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the
Unit Purchase Option and payment of the Exercise Price therefor, all Shares and other securities
issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to
preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise
of
the Warrants underlying the Unit Purchase Options and payment of the respective Warrant exercise
price
therefor, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder.




8. Certain Notice Requirements.




     8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as
conferring upon
the Holder the right to vote or consent as a shareholder for the election of directors or any
other matter,
or as having any rights whatsoever as a shareholder of the Company. If, however, at any time
prior to
the expiration of the Unit Purchase Option and its exercise, any of the events described in
Section 8.2
shall occur, then, in one or more of said events, the Company shall give written notice of
such event at
least fifteen days prior to the date fixed as a record date or the date of closing the
transfer books for the
determination of the stockholders entitled to such dividend, distribution, conversion or
exchange of
securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding
up or sale. Such notice shall specify such record date or the date of the closing of the
transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to the Holder a
copy of
each notice given to the other stockholders of the Company at the same time and in the same
manner
that such notice is given to the stockholders.



     8.2 Events Requiring Notice. The Company shall be required to give the notice described in
this Section 8 upon one or more of the following events: (i) if the Company shall take a
record of the
holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable
otherwise than in cash, or a cash dividend or distribution payable otherwise than out of
retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the
books of the
Company, or (ii) the Company shall offer to all the holders of its Shares any additional
capital stock of
the Company or securities convertible into or exchangeable for capital stock of the Company,
or any
option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or
winding up of the
Company (other than in connection with a consolidation or merger) or a sale of all or
substantially all of
its property, assets and business shall be proposed.



     8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring
a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holder of
such event and
change (“Price Notice”). The Price Notice shall describe the event causing the change and the
method




-6-












 




of calculating same and shall be certified as being true and accurate by the Company’s Chief
Financial Officer.




     8.4 Transmittal of Notices. All notices, requests, consents and other communications
under this Unit Purchase Option shall be in writing and shall be deemed to have been duly made
when hand delivered, or mailed by express mail or private courier service: if to the Company, to
the following address or to such other address as the Company may designate by notice to the
Holder:


Titanium Asset Management Corp.

ComCenter at Lakewood Ranch

9040 Town Center Parkway

Suite 102

Bradenton

Florida 34202

USA



Attention: Chief Executive Officer




     If to the Holder, to the following address or to such other address as the Holder may
designate by notice to the Company:


Sunrise Securities Corp.

641 Lexington Avenue 
New
York, NY 10022

USA



Attention: President




9. Miscellaneous.




     9.1 Amendments. The Company and the Holder may from time to time supplement or amend
this Unit Purchase Option.



     9.2 Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of
the terms or
provisions of this Unit Purchase Option.


10. Entire Agreement. This Unit Purchase Option (together with the other agreements and
documents being delivered pursuant to or in connection with this Unit Purchase Option) constitutes
the
entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior
agreements and understandings of the parties, oral and written, with respect to the subject matter
hereof.




     10.1 Binding Effect. This Unit Purchase Option shall inure solely to the benefit of
and shall be binding upon, the Holder and the Company and their permitted assignees, respective
successors, legal representative and assigns, and no other person shall have or be construed to
have any legal or equitable right, remedy or claim under or in respect of or by virtue of this
Unit Purchase Option or any provisions herein contained.



-7-









 





     10.2 Governing Law. This Unit Purchase Option shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of laws.



     10.3 Arbitration; Submission to Jurisdiction. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Unit Purchase
Option shall
be resolved by a binding arbitration, to be held in New York, New York at the offices of the
International Chamber of Commerce (“ICC”), under the Rules of Conciliation and Arbitration of
the
International Chamber of Commerce then in effect (the “ICC Rules”). The arbitration provided
for
hereunder will be undertaken by a single arbitrator, jointly appointed by the Company and the
Holder
and if they are unable to agree on an arbitrator, then the arbitrator shall be selected by the
manager of
the ICC office in New York in accordance with the ICC Rules, provided that such arbitrator
shall be
qualified to practice law in the State of New York. Each party shall bear its own expenses
incurred in
connection with arbitration and the fees and expenses of the arbitrator shall be shared
equally by the
parties involved in the dispute and advanced by them from time to time as required. The
arbitrator shall
render their final award within sixty (60) days, subject to extension by the arbitrator upon
substantial
justification shown of extraordinary circumstances, following conclusion of the hearing and
any
required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery
in
connection with arbitration hereunder shall be limited to information directly relevant to the
controversy or claim in arbitration. The arbitrator will state the factual and legal basis for
the award.
The decision of the arbitrator in any such proceeding will be final and binding and not
subject to
judicial review and final judgment may be entered upon such an award in any court of competent
jurisdiction, but entry of such judgment will not be required to make such award effective.
The
Company and the Holder hereby agree that any action against either party ancillary to
arbitration
pursuant to this Section 10.3 (as determined by the arbitrator), including any action for
provisional or
conservatory measures or action to enforce an arbitration award or any judgment entered by any
court
in respect of any thereof shall be brought and enforced in the courts of the State of New York
or of the
United States of America for the Southern District of New York, and irrevocably submits to
such
jurisdiction, which jurisdiction shall be exclusive. The Company and the Holder hereby waive
any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Any
process or summons to be served upon the Company and the Holder 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 8 hereof. Such mailing shall be deemed personal service and
shall be
legal and binding upon either party in any action, proceeding or claim. The Company and the
Holder
agree that the prevailing party(ies) in any such action shall be entitled to recover from the
other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or
incurred in connection with the preparation therefor.



     10.4 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the
provisions of this Unit Purchase Option shall not be deemed or construed to be a waiver of any
such
provision, nor to in any way affect the validity of this Unit Purchase Option or any provision
hereof or
the right of the Company or the Holder to thereafter enforce each and every provision of this
Unit
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions
of this Unit Purchase Option shall be effective unless set forth in a written instrument
executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of
any
such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any
other or subsequent breach, non-compliance or non-fulfillment.



-8-









 





     10.5 Execution in Counterparts. This Unit Purchase Option may be executed in one or
more
counterparts, and by the different parties hereto in separate counterparts, each of which
shall be deemed
to be an original, but all of which taken together shall constitute one and the same
agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto
and
delivered to each of the other parties hereto.



     10.6 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of
this Unit
Purchase Option, the Holder agrees that, at any time prior to the complete exercise of this
Unit
Purchase Option by the Holder, if the Company and the Holder enter into an agreement
(“Exchange
Agreement”) pursuant to which they agree that all outstanding Unit Purchase Options will be
exchanged for securities or cash or a combination of both, then the Holder shall agree to
such exchange
and become a party to the Exchange Agreement.



     10.7 Registration Rights. The Holder of this Unit Purchase Option or securities
acquired upon
the exercise of this Unit Purchase Option shall be entitled to the same:



          10.7.1 registration rights, and




          10.7.2 remedies, penalties and compensation;




     with respect to the Shares underlying this Unit Purchase Option, including the Shares
underlying the Warrants assumable upon exercise of this Unit Purchase Option, as those other
investors in Units have pursuant to an agreement entitled the Investor Rights Agreement entered
into on or about the date of this agreement between the Company, the Holder and Seymour Pierce
Limited.



[Remainder of page intentionally left blank]





-9-












 





     IN WITNESS WHEREOF, the Company has caused this Unit Purchase Option to be signed by

its duly authorized officer as of the ___ day of June ___, 2007.



	 	 	 	 	 	 	 
	SIGNED by                                                             ,

	 	 	)	 	 	 
	duly authorised, for and on

	 	 	)	 	 	                                                            
	behalf of TITANIUM ASSET MANAGEMENT CORP.

	 	 	)	 	 	 







-10-











 





EXHIBIT A




Form to be used to exercise Unit Purchase Option



Titanium Asset Management Corp.

ComCenter at Lakewood Ranch

9040 Town Center Parkway

Suite 102

Bradenton

Florida 34202

USA




Date:                    , 200




     [If not making cashless exercise] The undersigned hereby elects irrevocably to exercise all or
a portion of the units within the Unit Purchase Option and to purchase                     Units of Titanium Asset
Management Corp. and hereby makes payment of $                                         (at the rate of $                 
           per Unit)
payment of the Exercise Price pursuant thereto.



     [If making cashless exercise] The undersigned hereby elects irrevocably to exercise all or a
portion of the units within the Unit Purchase Option utilizing the cashless exercise related to
___Units of Titanium Asset Management Corp. The average closing price of the stock for the
previous twenty trading days as of [date] was $___/share and the average closing price of the
warrants for the previous twenty trading days as of such data was $___/warrant, implying the
issuance of ___shares of stock and ___warrants.



     Please issue the Shares and Warrants as to which this Unit Purchase Option is exercised in
accordance with the instructions given below.



	 	 	 
	 

	 	 
	 

	 	Signature
	

	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature Guaranteed






INSTRUCTIONS FOR REGISTRATION OF SECURITIES







			
	Name	 	
 
(Print in Block Letters)






			
	Address	 	
 











     NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.



 









 





EXHIBIT B




Form to be used to assign Unit Purchase Option




ASSIGNMENT




(To be executed by the Holder to effect a transfer of the Unit Purchase Option)



Titanium Asset Management Corp.

ComCenter at Lakewood Ranch

9040 Town Center Parkway

Suite 102

Bradenton

Florida 34202

USA




Date:___________________, 200_




     FOR VALUE RECEIVED,__________________________________________ does hereby sell, assign and transfer
unto____________________________________ the right to purchase _________ Units of Titanium Asset
Management Corp. (“Company”) evidenced by the within Unit Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.



	 	 	 
	 

	 	 
	 

	 	Signature
	

	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature Guaranteed






     NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR
BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.