SPECIMEN
WARRANT CERTIFICATE

       

      
        
          	
                  NUMBER

                	
                  CLASS
      B WARRANTS

                
	
                  WB-___________

                	 
      


        

      

       

      (THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

      NEW YORK
CITY TIME, ON [●], 2016 [FIVE YEARS FROM THE DATE OF THE FINAL

      PROSPECTUS
RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING])

       

      S.E. ASIA
EMERGING MARKET CO., LTD

       

      CINS
[    ]

       

      CLASS B
WARRANT

       

      THIS
WARRANT CERTIFIES THAT, for value received

      


      or
registered agents, is the registered holder of a Class B Warrant or Class B
Warrants expiring on [●], 2016 [five years from the date of the final prospectus
relating to the Company’s initial public offering] (the “Warrant”) to purchase
one fully paid and non-assessable ordinary share, no par value per share (the
“Shares”), of S.E. ASIA EMERGING MARKET CO., LTD, a British Virgin Islands
business company organized with limited liability (the “Company”), for each
Warrant evidenced by this certificate (the “Warrant Certificate”).

      


      Each Warrant entitles the holder to
purchase one (1) Share, at a price of $6.00 per Share (the “Warrant Price”),
subject to adjustment. Each Warrant will become exercisable on the tenth (10th)
business day following 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”), and will expire unless exercised on the earlier of (i) 5:00 p.m.,
New York City time on [●], 2016 [FIVE YEARS FROM THE DATE OF THE FINAL
PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING]; (ii) _________,
2013, in the event an initial Business Combination is not consummated by such
time; or (iii) earlier upon redemption (the “Expiration
Date”).   The Company shall only be obligated to issue Shares
upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent, Continental Stock Transfer &
Trust Company (such payment to be made by check made payable to the Warrant
Agent).  In no event shall the registered holder(s) of this Warrant be
entitled to receive a net-cash settlement, Shares or other consideration in lieu
of physical settlement in Shares of the Company. The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised.  The Warrant will not
become exercisable and shall be 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
Company shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act of 1933 (as
amended, the “Act”) with respect to the Shares underlying the Warrant is
effective.  In the event that a registration statement with respect to
the Shares is not effective under the Act, the holder of such Warrant shall not
be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless.

      


      No fraction of a Share will be issued
upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would
be entitled to receive a fractional interest in a Share, the Company will, upon
exercise, round up to the nearest whole number the number of Shares to be issued
to the warrant holder.

      


      Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein, there shall be
issued to the registered holder(s) hereof or its assignee(s) a new Warrant
Certificate covering the number of Shares for which the Warrant has not been
exercised.

      


      Warrant Certificates, when surrendered
at the office or agency of the Warrant Agent by the registered holder(s) hereof
in person or by attorney duly authorized in writing, may be exchanged in the
manner and subject to the limitations provided in the Warrant Agreement (as
defined below), but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

      


      Upon due presentment for registration
of transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.

      


      The Company and the Warrant Agent may
deem and treat the registered holder(s) 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 registered holder(s), and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the
contrary.

      


      This Warrant does not entitle the
registered holder(s) to any of the rights of a shareholder of the
Company.

      


      The Company reserves the right to
redeem the Warrant at any time prior to its exercise, with a notice of
redemption in writing to the holder(s) of record of the Warrant, giving 30 days’
notice of such redemption at any time after the Warrant becomes exercisable if
the last sales price of the Shares has been at least $9.00 per share on each of
20 trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of such redemption is given and there is an
effective registration statement covering the Shares underlying the Warrants for
the continuous period beginning on the date on which notice is given and ending
on the date of redemption.  The redemption price of the Warrants is to
be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of redemption shall be
canceled on the books of the Company and have no further value except for the
$.01 redemption price.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The terms of the Warrants are subject
to and qualified in their entirety by the warrant agreement (the “Warrant
Agreement”) between the Company and Continental Stock Transfer & Trust
Company, as Warrant Agent, dated [    ], 2011, 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.  Further, the
Warrant Agreement provides that, upon the occurrence of certain events, the
Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
on the face hereof, may be adjusted, subject to certain conditions.

      


      COUNTERSIGNED:

      CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

      WARRANT
AGENT

      BY:

      AUTHORIZED
OFFICER

      


      DATED:

      


      (Signature)

      CHIEF
EXECUTIVE OFFICER

      


      (Seal)

      


      (Signature)

      SECRETARY


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      [REVERSE
OF CERTIFICATE]

      


      SUBSCRIPTION
FORM

      


      To Be
Executed by the Registered Holder(s) in Order to Exercise Warrants

      


      The
undersigned Registered Holder(s) irrevocably elect(s) to exercise _________
Warrants represented by this Warrant Certificate, and to purchase the Shares
issuable upon the exercise of such Warrants, and requests that Certificates for
such shares shall be issued in the name(s) of

      


      
        	
                  

              
	
                 (PLEASE TYPE OR PRINT NAME(S) AND ADDRESS) 

              
	 
      
	
                  

              
	 
      
	
                  

              
	 
      
	
                  

              
	
                (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S)) 

              
	 
      	 
      
	
                and be delivered to 

              	
                  

              
	 
      	
                (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)

              
	 
      	 
      
	
                  

              


      

      


      and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder(s) at the
address(es) stated below:

      


      Dated:

      


      
        
          	 
      
	
                  (SIGNATURE(S))

                
	 
      
	
                  (ADDRESS(ES))

                
	 
      
	 
      
	 
      
	
                  (TAX
      IDENTIFICATION NUMBER(S))

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      ASSIGNMENT

      


      To Be
Executed by the Registered Holder in Order to Assign Warrants

      


      For Value
Received,_____________________hereby sell(s), assign(s), and transfer(s)
unto

      


      
        
          	
                    

                
	
                  (PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES)) 

                
	 
      
	
                    

                
	 
      
	
                    

                
	 
      
	
                    

                
	
                  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))

                


        

      

      


      
        
          	
                  and be delivered to  

                	 
      
	 
      	
                  (PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))

                


        

      

      


      of the
Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and

      


      appoint________________________________Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.

      


      Dated:

       

      _____________________________

      (SIGNATURE(S))

      


      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:

      


      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
SIGNATURE(S) TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME(S) WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.