exv4w4



 





Exhibit 4.4




SPECIMEN WARRANT CERTIFICATE




[Face]




THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME, ___________, 201__




HCM ACQUISITION COMPANY




Incorporated Under the Laws of the State of Delaware




WARRANT CERTIFICATE



CUSIP _____



     This Warrant Certificate certifies that _________, or registered assigns, is
the registered holder of _________warrants (the “Warrants”) to purchase shares of Common
Stock, $.001 par value (the “Common Stock”), of HCM Acquisition Company, a Delaware
corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the
period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as
set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement payable in lawful money of the United States of America upon surrender of this
Warrant Certificate and payment of the Exercise Price (or on a cashless basis, if applicable,
pursuant to the terms of the Warrant Agreement) at the office or agency of the Warrant Agent, but
only subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used
in this Warrant Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.



     Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.



     The initial Exercise Price per share of Common Stock for any Warrant is equal to $7.50 per
share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.



     Warrants may be exercised only during the Warrant Exercise Period subject to the conditions
set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant
Exercise Period such Warrants shall become void.



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such
term is used in the Warrant Agreement.



 









 





     This Warrant Certificate shall be governed and construed in accordance with the internal laws
of the State of New York, without regard to conflicts of laws principles thereof.



	 	 	 	 	 
	 	HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Mark Okada 	 
	 	 	Title:  	President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Thomas J. Surgent 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	Countersigned:	 	 
	Dated:       , 20	 	 
	AMERICAN STOCK TRANSFER
& TRUST COMPANY, as Warrant Agent	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 
	 

	 	Authorized Signatory	 	 






 









 





[Form of Warrant Certificate]




[Reverse]




     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.001 per
share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to a Warrant
Agreement dated as of [________ ____, 2007] (the “Warrant Agreement”), duly executed and
delivered by the Company to American Stock Transfer & Trust Company, a New York corporation, as
warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words “holders” or “holder” meaning the registered holders or
registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.



     Warrants may be exercised at any time during the Warrant Exercise Period set forth in the
Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them
by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the
Warrant Agreement (or on a cashless basis, if applicable, pursuant to the terms of the Warrant
Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the
total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment
shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant.



     Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration statement covering the Warrant
Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any
Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the
Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is
current. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise
Period nor shall the Company be required to issue unregistered shares upon the exercise of any
Warrant that is not a Private Warrant.



     The Warrant Agreement provides that upon the occurrence of certain events the number of
Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No
fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the
Company shall round up to the nearest whole number the number of Warrant Shares to be issued as
provided in the Warrant Agreement.



     Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant
Agent by the registered holder thereof in person or by legal representative or 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 evidencing in the aggregate a like number of
Warrants.




     Upon due presentation for registration of transfer of this Warrant Certificate at the office
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(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection therewith.



     The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the
absolute owner(s) 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
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.



 









 





Election to Purchase




(To Be Executed Upon Exercise Of Warrant)




     The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, to receive _________shares of Common Stock and herewith tenders payment for such
shares to the order of HCM Acquisition Company in the amount of $_________in accordance with the
terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of _________, whose address is _________and that such shares be
delivered to _________whose address is _________. If said number
of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares be
registered in the name of _________, whose address is _________, and that
such Warrant Certificate be delivered to _________, whose address is _________.



	 	 	 
	 

	 	Signature:
	Date:                     , 20
	 	 
	 

	 	Signature Guaranteed: