SPECIMEN
UNIT CERTIFICATE

      
        
          	
                  NUMBER

                	 	
                  UNITS

                
	
                  U-___________

                	 	 
      


        

      

       

      SEE
REVERSE FOR

      CERTAIN

      DEFINITIONS

       

      S.E. ASIA
EMERGING MARKET CO., LTD

       

      CINS
[   ]

       

      UNITS
CONSISTING OF (i) ONE SUBUNIT CONSISTING OF ONE ORDINARY SHARE

      AND ONE
CLASS B WARRANT TO PURCHASE

      ONE
ORDINARY SHARE, AND (ii)

      ONE CLASS
A WARRANT TO PURCHASE ONE ORDINARY SHARE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  THIS CERTIFIES THAT

                                	 
      
	 	 


                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              	
                      is the owner of

                    	 
      	
                      Units.

                    


            

          

        
 

      Each Unit
(“Unit”) consists of one (1) subunit (“Subunit”), of S.E. ASIA EMERGING MARKET
CO., LTD, a company organized under the laws of the British Virgin Islands with
limited liability (the “Company”), and one (1) Class A warrant (“Class A
Warrant”). Each Subunit consists of one ordinary share, no par value, of the
Company (“Ordinary Share”) and one Class B warrant (“Class B
Warrant”).

      


      Each
Class A Warrant entitles the holder to purchase one (1) Ordinary Share for $6.00
per share (subject to adjustment). Each Class A Warrant will become exercisable
on the later of (i) the Company’s completion of a business combination through a
share exchange, share reconstruction and amalgamation or contractual control
arrangement with, purchasing all or substantially all of the assets of, or
engaging in any other similar business combination (each a “Business
Combination”) or (ii) [      ], 2011 [ONE YEAR
FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC
OFFERING], and will expire unless exercised on the earlier of (i) 5:00 p.m., New
York City time on [●], 2015 [FIVE YEARS FROM THE DATE OF THE FINAL PROSPECTUS
RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING]; (ii) ________, 2012, in the
event an initial Business Combination is not consummated by such time; or (iii)
earlier upon redemption (the “Expiration Date”).  The Class A Warrants
included in this Unit will not become exercisable and will expire worthless in
the event the Company fails to consummate a Business Combination within 24
months of the date of the final prospectus relating to the Company’s initial
public offering.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Each
Class B Warrant entitles the holder to purchase one (1) Ordinary Share for $3.00
per share (subject to adjustment). Each Class B Warrant will become exercisable
on the 10th day following the completion of a Business Combination, and will
expire unless exercised on the earlier of (i) 5:00 p.m., New York City time on
[●], 2015 [FIVE YEARS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE
COMPANY’S INITIAL PUBLIC OFFERING]; (ii) _______, 2012, in the event an initial
Business Combination is not consummated by such time; or (iii) earlier upon
redemption (the “Expiration Date”).  The Class B Warrants included in
the Subunit will not become exercisable and will expire worthless in the event
the Company fails to consummate a Business Combination within 24 months of the
date of the final prospectus relating to the Company’s initial public
offering.

      


      The
Subunits and Class A warrants comprising each Unit represented by this
certificate are not separately transferable prior the tenth (10th)
business day following the earlier to occur of: (i) the expiration of the
underwriter’s over-allotment option for the initial public offering of the
Company’s securities (the “IPO”), (ii) its exercise in full or (iii) the
announcement by the Company that the underwriters have notified the Company of
their intention not to exercise all or any remaining portion of the
over-allotment option.  The Ordinary Shares and the Class B warrants
will begin separate trading on the 10th business day following the Company’s
Business Combination.   In no event will the Subunits and Class A
warrants begin to trade separately until the Company has filed a Form 6 K with
the Securities and Exchange Commission (the “SEC”) containing an audited balance
sheet reflecting its receipt of the gross proceeds of the IPO and issues a press
release announcing when such separate trading will begin.

      


      The terms
of the Class A Warrants and Class B Warrants are subject to and qualified in
their entirety by that certain Warrant Agreement, dated as of
[             ],
2010, between the Company and Continental Stock Transfer & Trust Company, as
Warrant Agent, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof. Copies of the Warrant Agreement are on file at
the office of the Warrant Agent at 17 Battery Place, New York, New York, 10004,
and are available to any Warrant holder on written request and without
cost.

      


      This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.

      


      Witness
the facsimile seal of the Company and the facsimile signature of its duly
authorized officers.

      


      [S.E.
ASIA EMERGING MARKET CO., LTD]

      


      COUNTERSIGNED
AND REGISTERED:

      CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

      TRANSFER
AGENT AND REGISTRAR

      BY:

      AUTHORIZED
OFFICER

      


      By

      


      (SIGNATURE)

      CHIEF
EXECUTIVE OFFICER


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (SEAL)

      


      (SIGNATURE)

      SECRETARY

      


      [REVERSE
OF CERTIFICATE]

      


      S.E. ASIA
EMERGING MARKET CO., LTD

      


      The Company will furnish without charge
to each shareholder who so requests, a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of shares or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.  This
certificate and the Units represented hereby are issued and shall be held
subject to the terms and conditions applicable to the securities underlying and
comprising the Units, including, as applicable, the Memorandum and Articles of
Association of the Company and all amendments thereto, the Warrant Agreement and
resolutions of the Board of Directors providing for the issue of securities
(copies of which may be obtained from the Secretary of the Company), to all of
which the holder(s) of this certificate by acceptance hereof
assents.

      


      The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations:

      


      TEN COM –
as tenants in common

      TEN ENT –
as tenants by the entireties

      JT TEN –
as joint tenants with right of survivorship and not as tenants in
common

      


      UNIF GIFT
MIN ACT– ______________Custodian________________

        
 (Cust)                                                     (Minor)

      under
Uniform Gifts to Minors Act ________________________

      (State)

      


      Additional
abbreviations may also be used though not in the above list.

      


      For value
received ___________________________ , hereby sell(s), assign(s) and transfer(s)
unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)

       

      
        

      

      (PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
ASSIGNEE(S))

       

      
        

      

       

      
        

      

      Units
represented by the within Certificate, and hereby irrevocably constitute(s) and
appoint(s)

       

      
        

      

      
      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attorney
to transfer the said Units on the books of the within named Company with full
power of substitution in the premises.

      


      Dated:

      


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

      


      
        
          
            
              	
                      Signature(s)
      Guaranteed:

                    	 
	 
      	 
	
                      By

                    	 
      	 


            

          

        

      

      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).

      


      The
holder(s) of this certificate shall be entitled to receive a pro-rata portion of
funds from the trust account only in the event that the Company liquidates the
trust account because it does not consummate a Business Combination by [●] [24
MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL
PUBLIC OFFERING]. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.