THE
REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) THE REPRESENTATIVE (AS DEFINED HEREIN) OR ITS AFFILIATES OR
AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED
HEREIN), OR (II) A BONA FIDE OFFICER OR PARTNER OF A REPRESENTATIVE OR OF ANY
SUCH REPRESENTATIVE, UNDERWRITER OR SELECTED DEALER.

    


    THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE
CONSUMMATION BY S.E. ASIA EMERGING MARKET CO., LTD (THE “COMPANY”) OF A MERGER,
CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR
OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE
FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II)
TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE.  THIS PURCHASE OPTION
SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON [·], 2015.

    


    UNIT
PURCHASE OPTION

    


    FOR
THE PURCHASE OF

    


    110,000
UNITS

    


    OF

    


    S.E.
ASIA EMERGING MARKET CO., LTD

    


    1.           Purchase
Option.

     

    THIS CERTIFIES THAT, in
consideration of $100 duly paid by or on behalf of Maxim Group, LLC, as
registered owner of this Unit Purchase Option (the “Holder” and, together with all
other holders of any portion of this Unit Purchase Option as the context herein
requires, the “Holders”), to S.E. Asia
Emerging Market Co., Ltd, a British Virgin Islands business company with limited
liability (the “Company”), Holder is entitled,
at any time or from time to time after the closing of the Offering (as defined
below) and during the period commencing (the “Commencement Date”) on the
later of: (i) the consummation of a Business Combination and (ii) twelve
months following the Effective Date (defined below), and expiring at or before
5:00 p.m., New York City local time [·], 2015 (the “Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
One Hundred Ten Thousand (110,000) units (the “Units”) of the
Company.  Each Unit consists of (i) one subunit (“Subunit”) and (ii) one Class A
warrant (“Class A
Warrant”) to purchase one Ordinary Share.  Each Subunit
consists of (i) one ordinary share of the Company, no par value per share
(“Ordinary Shares”), and
one Class B warrant (“Class B
Warrant” and together with the Class A Warrants, the “Warrants”) to purchase one
Ordinary Share.  The Warrants expire five years from the effective
date (the “Effective
Date”) of the registration statement (the “Registration Statement”)
pursuant to which Units are offered for sale to the public (the “Offering”).  Each
Class A Warrant and Class B Warrant is on the same terms and conditions as the
Class A Warrants and Class B Warrants, respectively, underlying the Units being
registered for sale to the public by way of the Registration Statement except
that the Class A Warrants and Class B Warrants underlying the Units have an
exercise price of $6.60 and $6.60, respectively (110% of the exercise price of
the warrants included in the units sold in the Offering).  If the
Expiration Date is a day on which banking institutions are authorized by law to
close, then this Purchase Option shall expire on the next succeeding day that is
not such a day in accordance with the terms herein.  During the period
ending on the Expiration Date, the Company agrees not to take any action that
would terminate the Purchase Option.  This Purchase Option is
initially exercisable at $7.00 per Unit (the “Exercise
Price”).  The number of Units purchasable hereunder and the
Exercise Price are subject to adjustment as provided in this Purchase
Option.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 	
              2.

            	
              Exercise.

            


    

     

    2.1           Exercise.  This
Purchase Option may be exercised by the Holder in whole or in part at any time
or in part from time to time on or after the Commencement Date and before the
Expiration Date by: (x) surrendering this Purchase Option to the Company,
(y) delivering a subscription form attached hereto as Annex I (duly executed by
the Holder) and (z) making payment of the Exercise Price in cash, certified or
official bank check payable to the order of the Company or wire transfer of
immediately available funds (to an account designated by the Company), in any
case in an amount obtained by multiplying (a) the number of Units designated by
the Holder in the subscription form by (b) the Exercise Price then in
effect.  In the event of a partial exercise or assignment hereof, the
Company shall issue and deliver to or upon the order of the Holder a new
Purchase Option of like tenor, in the name of the Holder or as the Holder (upon
payment by the Holder of applicable transfer taxes) may request, evidencing the
right to purchase the aggregate number of Units for which such Purchase Option
may still be exercised.  If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time on the
Expiration Date, this Purchase Option automatically shall become and be void,
without further force or effect, and all rights represented hereby shall cease
and expire.

     

    2.2           Legend.  Each
certificate for the Units issued upon exercise of this Purchase Option and each
certificate representing the underlying Subunits, Ordinary Shares and Warrants
and the Ordinary Shares issuable upon exercise of the underlying Warrants (the
“Warrant Shares”) shall
bear a legend as follows, unless such Units, Subunits, Ordinary Shares, Warrants
and/or Warrant Shares (collectively, the “Securities”) have been
registered under the Securities Act of 1933, as amended (the “Act”):

     

    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2.3           Cashless
Exercise.  In lieu of the payment of the Exercise Price
multiplied by the number of Units for which this Purchase Option is exercisable
(and in lieu of being entitled to receive Ordinary Shares and Warrants) in the
manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Units (the “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 Subunits and Class A Warrants comprising that number of Units equal to the
quotient obtained by dividing (x) the Value (as defined below) of the portion of
the Purchase Option being converted by (y) the Current Market Value (as defined
below) of the portion of the Purchase Option being converted.  The
“Value” of the portion
of the 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 this Purchase Option being converted from (b) the
Current Market Value (as defined below) of a Unit multiplied by the number of
Units underlying the portion of the Purchase Option being
converted.

     

    As used
herein, the term “Current
Market Value” per Unit at any date shall mean:

     

    (a)         in
the event that neither the Units, the Subunits nor Warrants are still trading,
the remainder derived from subtracting (i) the sum of (A) the exercise price of
the Class A Warrants multiplied by the number of Ordinary Shares issuable upon
exercise of the Class A Warrants underlying one Unit and (B) the exercise price
of the Class B Warrants multiplied by the number of Ordinary Shares issuable
upon exercise of the Class B Warrants underlying one Unit from (ii) (x) the
Current Market Price of the Ordinary Shares multiplied by (y) the number of
Ordinary Shares underlying one Unit, which shall include the Ordinary
Shares underlying the Subunit, Class A and Class B Warrants included in such
Unit;

     

    (b)         in
the event the Units are still trading, the Current Market Price of the
Units;

     

    (c)         in
the event that the Units are not still trading but the Subunits, Ordinary Shares
and Warrants underlying the Units are still trading, the sum of (i) the product
of (x) the Current Market Price of the Subunits and (y) the number of Subunits
in the Unit and (ii) the product of (x) the Current Market Price of the Class A
Warrants and (y) the number of Ordinary Shares underlying the Class A Warrants
included in one Unit;

     

    (d)         in
the event that the Units and Subunits are not still trading but the Ordinary
Shares and Warrants underlying the Units are still trading the sum of (i) the
Current Market Price of the Ordinary Shares underlying one Unit, which shall not include the
Ordinary Shares underlying the Class A and Class B Warrants included in such
Unit and (ii) the product of (x) the Current Market Price of the Class A
Warrants and (y) the number of Ordinary Shares underlying the Class A Warrants
included in one Unit and (iii) the product of (x) the Current Market Price of
the Class B Warrants and (y) the number of Ordinary Shares underlying the Class
B Warrants included in one Unit;

     

    (e)         in
the event that the Units, Subunits and Class A Warrants are not still trading
but the Ordinary Shares and Class B Warrants underlying the Units are still
trading, the
remainder derived from subtracting (i) the exercise price of the Class A
Warrants multiplied by the number of Ordinary Shares issuable upon exercise of
the Class A Warrants underlying one Unit from (ii) the sum of (A) the product of
(x) the Current Market Price of the Ordinary Shares and (y) the number of
Ordinary Shares underlying one Unit, which shall not include only the
Ordinary Shares underlying the Class B Warrants included in such Unit and (B)
the product of (x) the Current Market Price of the Class B Warrants and (y) the
number of Ordinary Shares underlying the Class B Warrants included in one Unit;
and

     

    (f)         in
the event that the Units, Subunits and Class B Warrants are not still trading
but the Ordinary Shares and Class A Warrants underlying the Units are still
trading, the
remainder derived from subtracting (i) the exercise price of the Class B
Warrants multiplied by the number of Ordinary Shares issuable upon exercise of
the Class B Warrants underlying one Unit from (ii) the sum of (A) the product of
(x) the Current Market Price of the Ordinary Shares multiplied and (y) the
number of Ordinary Shares underlying one Unit, which shall not include only the
Ordinary Shares underlying the Class A Warrants included in such Unit and (B)
the product of (x) the Current Market Price of the Class A Warrants and
(y) the number of Ordinary Shares underlying the Class A Warrants included
in one Unit.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    As used
herein, the term “Current
Market Price” shall mean (i) if the Ordinary Shares (or Units, Warrants
or Subunits, as the case may be) are listed on a national securities exchange or
quoted on the OTC Bulletin Board (or successor Exchange), the average of the
sale price of the Ordinary Shares (or Units, Warrants or Subunits) in the
principal trading market for the Ordinary Shares as reported by the exchange or
the OTC Bulletin Board, as the case may be, for the ten trading days ending on
the third business day prior to exercise; (ii) if the Ordinary Shares (or Units,
Warrants or Subunits, as the case may be) are not listed on a national
securities exchange or quoted on the OTC Bulletin Board (or successor exchange),
but are traded in the residual over-the-counter market, the closing bid price
for the Ordinary Shares (or Units, Warrants or Subunits) 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 Ordinary Shares (or Units, Warrants or Subunits) 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.

     

    2.4           Mechanics of Cashless
Exercise.  The cashless exercise right set forth herein 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 Purchase Option with
the duly executed exercise form attached hereto with the cashless exercise
section completed to the Company, exercising the cashless exercise right and
specifying the total number of Units the Holder will purchase pursuant to such
right.

     

    2.5           No Cash
Settlement.  Notwithstanding anything to the contrary contained
in this Purchase Option, under no circumstances will the Company be required to
net cash settle the exercise of the Purchase Option or the Warrants underlying
the Purchase Option.

     

    2.6           Effective Registration
Statement.  The Warrants underlying this Purchase Option are
exercisable only during those periods of time in which the Company maintains the
effectiveness of the Registration Statement.  If the Company fails to
maintain the effectiveness of the Registration Statement, the Warrants
underlying this Purchase Option may expire worthless.

     

    3.           Transfer.

     

    3.1           General
Restrictions.  Holder agrees that, pursuant to the Lock-Up
Period (as defined below) of FINRA Rule 5110(g)(1), it will not (a) sell,
transfer, assign, pledge, hypothecate or otherwise transfer this Purchase Option
(including the Securities hereunder) other than to a bona fide officer or
partner of the Holder or any selected dealer in connection with the Offering, in
each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this
Purchase Option or the Securities hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the
effective economic disposition of this Purchase Option or the Securities
hereunder, except as provided for in FINRA Rule 5110(g)(2).  As used
herein, the term “Lock-Up
Period” means the period beginning on the date hereof and ending on the
one hundred eighty day anniversary of the Effective Date.

     

    3.2           Restrictions Imposed by the
Act.  The Securities evidenced by this Purchase Option shall
not be transferred unless and until (i) the Company has received the opinion of
counsel for the Holder that the Securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Lowenstein Sandler PC
shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration
Statement relating to such Securities has been filed by the Company and declared
effective by the Securities and Exchange Commission (the “SEC”) and compliance with
applicable state securities law has been established.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    4.           New Purchase Options to be
Issued.

     

    4.1           Partial Exercise or
Transfer.  Subject to the restrictions in Section 3 hereof,
this Purchase Option may be exercised or assigned in whole or in part. In order
to make any permitted assignment or transfer, the Holder must deliver to the
Company the assignment form attached hereto as Annex II duly executed and
completed, together with the Purchase Option and payment of all transfer taxes,
if any, payable in connection therewith.  The Company shall within
five (5) business days transfer this Purchase Option on the books of the Company
and shall execute and deliver a new Purchase Option or 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 or transfer.

     

    4.2           Lost
Certificate.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of
a bond, the Company shall execute and deliver a new Purchase Option of like
tenor and date. Any such new 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.

     

    5.           Registration
Rights.

     

    5.1          Demand
Registration.

     

    5.1.1           Grant of
Right.  .  If at any time during a period of five (5)
years commencing on the Effective Date when there is not an effective
registration statement covering all of the Registrable Securities (defined
below), the Company, upon written demand (a “Demand Notice”) of the
Holder(s) of at least 51% (the “Majority Holders”) of the
Purchase Options and/or the underlying Units and/or the underlying Securities,
agrees to register all or any portion of the Purchase Option and the underlying
Securities (collectively, the “Registrable Securities”) as
requested by the Majority Holders. The Company will file a registration
statement or a post-effective amendment to the Registration Statement covering
the Registrable Securities within sixty (60) days after receipt of a Demand
Notice and use its commercially reasonable efforts to have such registration
statement or post-effective amendment declared effective as soon as possible
thereafter, subject to compliance with review by the SEC. The demand for
registration may be made at any time beginning on the Commencement
Date.  The Company covenants and agrees to give written notice of its
receipt of any Demand Notice by any Holder(s) to all other registered Holders of
the Purchase Options and/or the Registrable Securities within ten (10) days from
the date of the receipt of any such Demand Notice.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    5.1.2           Terms.  The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of one legal counsel selected by
the Majority Holders to represent them in connection with the registration of
the Registrable Securities (such fees and expenses of legal counsel not to
exceed $10,000), but the Holders shall pay any and all underwriting
commissions.  The Company agrees to use its commercially reasonable
efforts to qualify or register the Registrable Securities in such States as are
reasonably requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable Securities in a
State in which such registration would cause (i) the Company to be obligated to
qualify to do business in such State, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the
principal shareholders of the Company to be obligated to escrow their shares of
capital stock of the Company.  The Company shall cause any
registration statement or post-effective amendment filed pursuant to the demand
rights granted under Section 5.1.1 to remain effective for a period of the later
of (a) the exercise period of the Warrants or  (b) two (2) years from
the effective date of such registration statement or post-effective amendment;
provided, however, the
Company shall not be required to cause such registration statement or
post-effective amendment filed pursuant to such demand rights granted under
Section 5.1.1 to remain effective for the periods described in this Section
5.1.2 if such (i) Registrable Securities have all been sold, transferred,
disposed of or exchanged in accordance with such registration statement or
post-effective amendment and such Registrable Securities are no longer subject
to transfer restrictions; (ii) such Registrable Securities shall have been
otherwise transferred, new certificates for them (if issued in certificated
form) not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not
require registration under the Act; or (iii) such Registrable Securities shall
have ceased to be outstanding.

     

    5.2           “Piggy-Back”
Registration.

     

    5.2.1        Grant of
Right.  If at any time during a period of seven (7) years
commencing on the Effective Date when there is not an effective registration
statement covering all of the Registrable Securities, the Company shall
determine to prepare and file with the SEC a registration statement relating to
an offering under the Act of any of its securities, other than pursuant to SEC
Form S-4 or S-8 or any equivalent form, the Company, upon the request of any
Holder, as described below, shall cause the registration under the Act of the
Registrable Securities as part of any such registration statement filed by the
Company; provided,
however, that if, in the written opinion of the Company’s managing
underwriter or underwriters, if any, for such offering, the inclusion of the
Registrable Securities, when added to the securities being registered by the
Company or the selling shareholder(s), will exceed the maximum amount of the
Company’s securities (the “Maximum Number of Shares”)
which can be marketed (i) at a price reasonably related to their then
current market value, and (ii) without materially and adversely affecting the
entire offering, then the Company shall include in any such
registration:

     

     (i)           If
the registration is undertaken for the Company’s account: (A) first, the
Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares, if any, including the Registrable Securities,
as to which registration has been requested pursuant to written contractual
piggy-back registration rights of security holders that are in effect on the
date hereof (pro rata in accordance with the number of Ordinary Shares which
each such person has actually requested to be included in such registration,
regardless of the number of Ordinary Shares with respect to which such persons
have the right to request such inclusion) that can be sold without exceeding the
Maximum Number of Shares; and

     

     (ii)           If
the registration is a “demand” registration undertaken at the demand of persons
other than the holders of Registrable Securities pursuant to written contractual
arrangements with such persons, (A) first, the Ordinary Shares for the account
of the demanding persons that can be sold without exceeding the Maximum Number
of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Ordinary Shares or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; and (C) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A) and (B),
the Registrable Securities as to which registration has been requested under
this Section 5.2 (pro rata in accordance with the number of shares of
Registrable Securities held by each such holder); and (D) fourth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the Ordinary Shares, if any, as to which registration
has been requested pursuant to written contractual piggy-back registration
rights which other shareholders desire to sell that can be sold without
exceeding the Maximum Number of Shares.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    5.2.2           Terms.  The
Company shall bear all reasonable fees and expenses attendant to registering the
Registrable Securities, including the reasonable expenses of one legal counsel
selected by the Majority Holders to represent them in connection with the
registration of the Registrable Securities (such fees and expenses of legal
counsel not to exceed $10,000) but the Holders shall pay any and all
underwriting commissions related to the Registrable Securities.  In
the event of such a proposed registration, the Company shall furnish the then
Holders of outstanding Registrable Securities with not less than fifteen (15)
days’ written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the Purchase
Option is exercisable) by the Company until such time as all of the Registrable
Securities have been registered and sold. The holders of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving
written notice, within ten days of the receipt of the Company’s notice of its
intention to file a registration statement. The Company shall cause any
registration statement filed pursuant to the above “piggyback” rights to remain
effective for at least nine months from the date that the Holders of the
Registrable Securities are first given the opportunity to sell all of such
securities; provided, however, the Company shall not be required to cause such
registration statement to remain effective for the period described above if
such (i) Registrable Securities have all been sold, transferred, disposed of or
exchanged in accordance with such registration statement and such Registrable
Securities are no longer subject to transfer restrictions; (ii) such Registrable
Securities shall have been otherwise transferred, new certificates for them (if
issued in certificated form) not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of
them shall not require registration under the Act; or (iii) such Registrable
Securities shall have ceased to be outstanding.

     

    5.2.3           The
Company agrees, at its sole expense, to use its commercially reasonable efforts
to qualify or register the Registrable Securities in such States as are
reasonably requested by the Majority Holder(s); provided, however, that in no
event shall the Company be required to register the Registrable Securities in a
State in which such registration would cause (i) the Company to be obligated to
qualify to do business in such State, or would subject the Company to taxation
as a foreign corporation doing business in such jurisdiction or (ii) the
principal shareholders of the Company to be obligated to escrow their shares of
capital stock of the Company.

     

    
      	
               
      

            	
              5.3

            	
              General
      Terms.

            


    

     

    5.3.1           Indemnification.  The
Company shall, notwithstanding any termination of this Purchase Option,
indemnify and hold harmless each Holder, the officers, directors, agents,
brokers, investment advisors and employees of each of them and each person, if
any, who controls such Holders within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
officers, directors, agents and employees of such controlling person, to the
fullest extent permitted by applicable law, from and against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against
litigation, commenced or threatened, or any claim whatsoever whether arising out
of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become subject under
the Act, the Exchange Act or otherwise, arising out of or relating to such
registration statement filed pursuant to this Section 5 and any prospectus
contained in the registration statement or in any amendment or supplement
thereto, except only to the same extent and with the same effect as the
provisions pursuant to which the Company has agreed to indemnify the
underwriters contained in Section 5.1of the Underwriting Agreement (the
“Underwriting
Agreement”) between the Company and Maxim Group, LLC, (the “Representative”) and the other
underwriters named therein, dated the Effective Date.  Each Holder of
the Registrable Securities to be sold pursuant to such registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify
the Company, its officers and directors and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section
5.2 of the Underwriting Agreement pursuant to which the underwriters have agreed
to indemnify the Company.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    5.3.2           Exercise of Purchase
Options.  Nothing contained in this Purchase Option shall be
construed as requiring any Holder to exercise their Purchase Options or Warrants
underlying such Purchase Options prior to or after the filing of any
registration statement or the effectiveness thereof.

     

    5.3.3           Documents Delivered to
Holders.  The Company shall furnish to the Representative, as
representative of the Holders participating in any of the foregoing offerings, a
signed counterpart, addressed to the participating Holders, of (i) an opinion of
counsel to the Company, dated the effective date of such registration statement
(and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto),
and (ii) a “cold comfort” letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, a
letter dated the date of the closing under the underwriting agreement) signed by
the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of such
accountants’ letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities.  The Company shall also deliver promptly to
the Representative, as representative of the Holders participating in the
offering, the correspondence and memoranda described below and copies of all
correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement and permit the Representative, as
representative of the Holders, to do such investigation, upon reasonable advance
notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the Financial Industry Regulatory
Authority, Inc. (“FINRA”).  Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times
and as often as the Representative, as representative of the Holders, shall
reasonably request.  The Company shall not be required to disclose any
confidential information or other records to the Representative, as
representative of the Holders, or to any other person, until and unless such
persons shall have entered into reasonable confidentiality agreements (in form
and substance reasonably satisfactory to the Company), with the Company with
respect thereto.

     

    5.3.4           Documents to be Delivered by
Holders(s).  Each Holder participating in any of the foregoing
offerings shall furnish to the Company a completed and executed questionnaire
provided by the Company requesting information customarily sought of selling
securityholders.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    5.3.5           Underwriting
Agreement.  The Company shall enter into an underwriting
agreement with the managing underwriter(s), if any, selected by any Holders,
whose Registrable Securities are being registered pursuant to this Section 5,
which managing underwriter shall be reasonably acceptable to the Company. Such
agreement shall be reasonably satisfactory in form and substance to the Company
and its legal counsel, each Holder and such managing underwriters, and shall
contain such representations, warranties and covenants by the Company and such
other terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at
their option, require that any or all the representations, warranties and
covenants of the Company to or for the benefit of such underwriters shall also
be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriters except as they may relate to such Holders and their
intended methods of distribution. Such Holders, however, shall agree to such
covenants and indemnification and contribution obligations for selling
shareholders as are customarily contained in agreements of that type used by the
managing underwriter. Further, such Holders shall execute appropriate custody
agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include
securities pursuant to this Section 5. Each Holder shall also furnish to the
Company such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as shall be
reasonably required to effect the registration of the Registrable
Securities.

     

    5.3.6           Rule 144
Sale.  Notwithstanding anything contained in this Section 5 to
the contrary, the Company shall have no obligation pursuant to Sections 5.1 or
5.2 for the registration of Registrable Securities held by any Holders (i) where
such Holders would then be entitled to sell under Rule 144 within any three
month period (or such other period prescribed under Rule 144 as may be provided
by amendment thereof) all of the Registrable Securities held by such Holders,
and (ii) where the number of Registrable Securities held by such Holders is
within the volume limitations under paragraph (e) of Rule 144 (calculated as if
such Holders were an affiliate within the meaning of Rule 144).

     

    5.3.7           Supplemental
Prospectus.  Each Holder agrees, that upon receipt of any
notice from the Company of the happening of any event as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, such Holders will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such Holders’s
receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, such Holders shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
such destruction) all copies, other than permanent file copies then in such
Holders’s possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.

     

    6.           Adjustments.

     

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

     

    6.1.1           Stock Dividends -
Split-Ups.  If after the date hereof, the number of outstanding
Ordinary Shares is increased by a stock dividend payable in Ordinary Shares or
by a split-up of Ordinary Shares or other similar event, then, on the effective
date thereof, the number of Ordinary Shares underlying each of the Subunits
purchasable hereunder shall be increased in proportion to such increase in
outstanding Ordinary Shares.  In such case, the number of Ordinary
Shares, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units and Subunits purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants.  For example,
if the Company declares a two-for-one stock dividend and at the time of such
dividend this Purchase Option is for the purchase of one Unit at $7.00 whole
Unit (each Class A Warrant underlying the Units is exercisable for $6.60 per
share and each Class B Unit underlying the Subunits is exercisable for $6.60 per
share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $7.00 per Unit, each Unit
entitling the holder to receive two Class A Warrants (each Warrant exercisable
for $3.30 per share) and two Subunits (each consisting of one Ordinary Share and
one Class B Warrant exercisable for $3.30 per share).

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    6.1.2           Aggregation of
Shares.  If after the date hereof, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination or reclassification
of Ordinary Shares or other similar event, then, on the effective date thereof,
the number of Ordinary Shares underlying each of the Subunits purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
Ordinary Shares.  In such case, the number of Ordinary Shares, and the
exercise price applicable thereto, underlying the Warrants underlying each of
the Units (and Subunits) purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.

     

    6.1.3           Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding Ordinary 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
Ordinary 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 Ordinary 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 Holders of this Purchase
Option shall have the right thereafter (until the expiration of the right of
exercise of this Purchase Option) to receive upon the exercise hereof, for the
same aggregate Exercise Price payable hereunder immediately prior to such event,
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, by
a Holders of the number of Ordinary Shares of the Company obtainable upon
exercise of this Purchase Option and the underlying Warrants immediately prior
to such event; and if any reclassification also results in a change in Ordinary
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           Changes in Form of Purchase
Option.  This form of Purchase Option need not be changed
because of any change pursuant to this Section, and the Purchase Options issued
after such change may state the same Exercise Price and the same number of Units
as are stated in the Purchase Options initially issued pursuant to this
Agreement. The acceptance by any Holders of the issuance of new 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          Substitute Purchase
Option.  In case of any consolidation of the Company with, or
merger of the Company with, or merger of the Company into, another corporation
(other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Ordinary Shares), the corporation
formed by such consolidation or merger shall execute and deliver to the Holders
a supplemental Purchase Option providing that the holder of each Purchase Option
then outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Option) to receive, upon exercise of such
Purchase Option, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of Ordinary Shares of the Company for which such Purchase Option might have been
exercised immediately prior to such consolidation, merger, sale or transfer.
Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or
mergers.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    6.3           Elimination of Fractional
Interests.  The Company shall not be required to issue
certificates representing fractions of Subunits, Ordinary Shares or Warrants
upon the exercise of the 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 up or down to the nearest whole number of Subunits, Warrants, Ordinary
Shares or other securities, properties or rights.

     

    7.           Reservation and
Listing.  The Company shall at all times reserve and keep
available out of its authorized Ordinary Shares, solely for the purpose of
issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase Option, such number of Ordinary 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 Purchase Options and payment of
the Exercise Price therefor, all Ordinary 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 Purchase Options and payment of the
respective Warrant exercise price therefor, all Ordinary 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.  As long as the Purchase Options shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all (i)
Units, Subunits and Ordinary Shares issuable upon exercise of the Purchase
Options, (ii) Warrants issuable upon exercise of the Purchase Options and
(iii) Ordinary Shares issuable upon exercise of the Warrants included in
the Units and Subunits issuable upon exercise of the Purchase Option to be
listed (subject to official notice of issuance) on all securities exchanges (or,
if applicable on the OTC Bulletin Board or any successor trading market) on
which the Units, the Subunits, the Ordinary Shares or the Warrants may then be
listed and/or quoted.

     

    8.           Certain Notice
Requirements.

     

    8.1           Holder’s Right to Receive
Notice.  Nothing herein shall be construed as conferring upon
the Holders 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 Purchase Options and their 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 (15) days prior
to the date fixed as a record date or the date of closing the transfer books for
the determination of the shareholders 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 each Holder a copy of each notice given to the other
shareholders of the Company at the same time and in the same manner that such
notice is given to the shareholders.

     

    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 Ordinary Shares for the
purpose of entitling them to receive a dividend or distribution, or (ii) the
Company shall offer to all the holders of its Ordinary Shares any additional
shares of capital stock of the Company or securities convertible into,
exercisable for or exchangeable for shares of 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 or a merger of the Company wherein the separate existence of
the Company shall cease shall be proposed.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    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
Holders of such event and change (a “Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company’s Chief
Executive Officer and Chief Financial Officer.

     

    8.4           Transmittal of
Notices.  All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, mailed by express mail or
private courier service, or sent by facsimile transmission, with confirmation of
receipt: (i) If to the registered Holders of the Purchase Option, to the address
and/or fax number of such Holders as shown on the books of the Company, or (ii)
if to the Company, to the following address or fax number or to such other
address or and fax number as the Company may designate by notice to the
Holders:

     

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

    75 Bukit
Timah Road #05-02

    Boon Siew
Building

    Singapore
229833

    Fax:
65-6732-1611

    Attn: Mr.
Pranata Hajadi

    


    
      	
            	
              9.

            	
              Miscellaneous.

            


    

     

    9.1           Amendments.  The
Company and the Representative may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
and the Representative may deem necessary or desirable and that the Company and
the Representative deem shall not adversely affect the interest of the
Holders.  All other modifications or amendments shall require the
written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.

     

    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 Purchase Option.

     

    9.3           Entire
Agreement.  This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
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.

     

    9.4           Binding
Effect.  This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holders 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 Purchase Option or any
provisions herein contained.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    9.5           Governing Law; Submission to
Jurisdiction.  This 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 conflict of laws.  Each of the Company and
the Holder agree that any action, proceeding or claim against it arising out of,
or relating in any way to this Purchase Option shall be brought and enforced in
the courts of the State of New York located in New York County 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.  Each of
the Company and the Holder hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any 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 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holders 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.

     

    9.6           Waiver,
Etc.  The failure of the Company or the Holders to at any time
enforce any of the provisions of this 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 Purchase Option or any provision hereof or the right of the
Company or any Holders to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this 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.

     

    9.7           Execution.  It
is agreed that deliver of the Company’s signature hereon by facsimile or other
electronic method of delivery shall constitute a valid signature and
delivery.

     

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

     

    IN WITNESS WHEREOF, the Company has
caused this Purchase Option to be signed by its duly authorized officer as of
the [·]th day of
[·],
2010.

     

    
      
        
          	
                  S.E.
      ASIA EMERGING MARKET CO., LTD

                
	 
      	 
      
	
                  By:

                	 
      	 
      
	 
      	
                  Name:  Ivan
      Hajadi

                
	 
      	
                  Title:
      Chief Executive Officer

                


        

      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Annex
I

    


    Form to
be used to exercise Purchase Option

    


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

    75 Bukit
Timah Road #05-02

    Boon Siew
Building

    Singapore
229833

    


    Date:_________________,
201__

    


    The undersigned hereby elects
irrevocably to exercise all or a portion of the within Purchase Option and to
purchase ____ Units of S.E. ASIA EMERGING MARKET CO., LTD. hereby makes payment
of $____________ (at the rate of $_________ per Unit) in payment of the Exercise
Price pursuant thereto.  Please issue the Warrants and Subunits as to
which this Purchase Option is exercised in accordance with the instructions
given below.

    


    or

    


    The undersigned hereby elects
irrevocably to convert its right to purchase _________ Units purchasable under
the within Purchase Option by surrender of the unexercised portion of the
attached Purchase Option (with a “Value” based of $_______ based on a “Market
Price” of $_______). Please issue the securities comprising the Units as to
which this 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 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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Annex
II

    


    Form to
be used to assign Purchase Option

    


    ASSIGNMENT

    


    (To be
executed by the registered Holders to effect a transfer of the within Purchase
Option):

    


    FOR VALUE
RECEIVED,___________________________________________ does hereby sell, assign
and transfer unto______________________________________ the right to purchase
__________ Units of S.E. ASIA EMERGING MARKET CO., LTD. (the “Company”) evidenced by the
within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company.

    


    Dated:___________________,
201_

    


    
      	 
      	 
      
	
              Signature

            	 
      
	 
      	 
      
	 
      	 
      
	
              Signature
      Guaranteed

            	 
      


    

    


    NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE WITHIN 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.

     

    
      
         


      

      
        15