Exhibit 4.5


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 ONE YEAR FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) MORGAN JOSEPH & CO.
INC. (“MORGAN JOSEPH”), OR AN UNDERWRITER
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE
OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE
LATER OF THE CONSUMMATION BY STONE TAN CHINA ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL
STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED
MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR 
                      ,
2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,                         ,
2012.


UNIT PURCHASE OPTION


FOR THE PURCHASE OF


2,500,000 UNITS


OF


STONE TAN CHINA ACQUISITION
CORP.


1.             Purchase Option.


THIS CERTIFIES THAT, in consideration of $100.00 duly
paid by or on behalf of Morgan Joseph or its designee (“Holder”),
as registered owner of this Purchase Option, to Stone Tan China Acquisition
Corp. (“Company”), Holder is entitled,
at any time or from time to time upon the later of the consummation of a Business
Combination or                    
     , 2008 (“Commencement Date”),
and at or before 5:00 p.m., New York City local time,
                      ,
2012 (“Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to 2,500,000
units (“Units”) of the Company, each
Unit consisting of one share of common stock of the Company, par value $0.0001
per share (“Shares”), and one warrant (“Warrant(s)”) expiring four years
from the effective date (“Effective Date”)
of the registration statement (“Registration Statement”)
pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the
same as the warrants included in the Units being registered for sale to the
public by way of the Registration Statement (“Public Warrants”),
except that the Warrants included in the Unit Purchase Option have an exercise
price of $7.00.  If the Expiration Date
is a day on which banking institutions are authorized by law to close, then
this Purchase Option may be exercised on the next succeeding day which 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 $10.00 per Unit so purchased;
provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this 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.


2.             Exercise.


2.1           Exercise Form. In order to
exercise this Purchase Option, the exercise form attached hereto must be duly
executed and completed and delivered to the Company, together with this
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., New York City local time, on the Expiration Date this Purchase Option
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 securities purchased under this Purchase Option shall bear a legend as
follows 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.”


2.3           Cashless Exercise.


2.3.1        Determination of Amount.   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 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 Shares and 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 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 means: (A) in the event that neither the Units nor Warrants are still
trading, the remainder derived from subtracting (x) the exercise price of the
Warrants multiplied by the number of Shares issuable upon exercise of the
Warrants underlying one Unit from (y) (i) the Current Market Price of the
Shares multiplied by (ii) the number of 













Shares underlying one Unit, which shall include the
Shares underlying the Warrants included in such Unit; (B) in the event that the
Units, Shares and Warrants are still trading, (i) if the Units 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 last sale price of the Units in the principal trading
market for the Units as reported by the exchange, Nasdaq or the NASD, as the
case may be, on the last trading day preceding the date in question; or (ii) if
the Units are not listed on a national securities exchange or quoted on the
Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board
(or successor exchange), but are traded in the residual over-the-counter
market, the closing bid price for Units 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 (C) in the event that the Units
are not still trading but the Shares and Warrants underlying the Units are
still trading, 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 a national
securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap
Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board
Exchange), the last sale price of the Shares (or Warrants) in the principal
trading market for the Shares as reported by the exchange, Nasdaq or the NASD,
as the case may be, on the last trading day preceding the date in question;
(ii) if the Shares (or Warrants, as the case may be) are not listed on a
national securities exchange or quoted on the Nasdaq National Market, Nasdaq
SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but are
traded in the residual over-the-counter market, the closing bid price for the
Shares (or Warrants) 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 Shares 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.


2.3.2        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 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 Cashless Exercise Right.


3.             Transfer.


3.1           General Restrictions. The
registered Holder of this Purchase Option, by its acceptance hereof, agrees
that it will not sell, transfer, assign, pledge or hypothecate this Purchase
Option for a period of one year following the Effective Date to anyone other
than (i) Morgan Joseph or an underwriter or a selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of Morgan Joseph or
of any such underwriter or selected dealer. On and after the first anniversary
of the Effective Date, transfers to others may be made 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 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 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.


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 Loeb & Loeb LLP
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 “Commission”) and compliance with
applicable state securities law has been established.


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 the event of the exercise or assignment hereof in part only, upon
surrender of this Purchase Option for cancellation, together with the duly
executed exercise or assignment form and except in the case of an exercise of
this Purchase Option contemplated by Section 2.3 hereof, funds sufficient to
pay any Exercise Price and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this 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
Purchase Option has not been exercised or assigned.


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. The Company, upon
written demand (“Initial Demand Notice”)
of the Holder(s) of at least 51% of the Purchase Options and/or the underlying
Units and/or the underlying securities (“Majority Holders”),
agrees to register (the “Demand Registration”)
under the Act on one occasion, all or any portion of the Purchase Options
requested by the Majority Holders in the Initial Demand Notice and all of the
securities underlying such Purchase Options, including the Units, Shares, the
Warrants and the Shares underlying the Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement or a post-effective
amendment to the Registration 













Statement covering the Registrable Securities within
sixty days after receipt of the Initial Demand Notice and use its best efforts
to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be
made at any time during a period of five years beginning on the Effective Date.  The Initial Demand Notice shall specify the
number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of the
Purchase Options and/or Registrable Securities of the demand within ten days
from the date of the receipt of any such Initial Demand Notice. Each holder of
Registrable Securities who wishes to include all or a portion of such holder’s
Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify the Company within fifteen (15) days
after the receipt by the holder of the notice from the Company. Upon any such
request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 5.1.4.


5.1.2        Effective Registration. A
registration will not count as a Demand Registration until the registration
statement filed with the Commission with respect to such Demand Registration
has been declared effective and the Company has complied with all of its
obligations under this Agreement with respect thereto; provided, however, that
if, after such registration statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with
by any stop order or injunction of the Commission or any other governmental
agency or court, the registration statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and
until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
elect to continue the offering.


5.1.3        Underwritten Offering. If the
Majority Holders so elect and such holders so advise the Company as part of the
Initial Demand Notice, the offering of such Registrable Securities pursuant to
such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable Securities in
such registration shall be conditioned upon such holder’s participation in such
underwriting and the inclusion of such holder’s Registrable Securities in the
underwriting to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Majority Holders.


5.1.4        Reduction of Offering. If the
managing underwriter or underwriters for a Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders in writing
that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Shares or other
securities which the Company desires to sell and the Shares, if any, as to
which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, 













the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such Person has requested be
included in such registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (i), the Shares or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (iii)
third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the Shares or other securities
registrable pursuant to the terms of the Registration Rights Agreement between
the Company and the initial investors in the Company, dated as of
                  ,
2007 (the “Registration Rights Agreement”
and such registrable securities, the “Investor Securities”)
as to which “piggy-back” registration has been requested by the holders
thereof, Pro Rata, that can be sold without exceeding the Maximum Number of
Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have
not been reached under the foregoing clauses (i), (ii), and (iii), the Shares
or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Shares.


5.1.5        Withdrawal. If a
majority-in-interest of the Demanding Holders disapprove of the terms of any
underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to the Company and the
underwriter or underwriters of their request to withdraw prior to the
effectiveness of the registration statement filed with the Commission with
respect to such Demand Registration. If the majority-in-interest of the
Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then such registration shall not count as a Demand Registration
provided for in Section 5.1.


5.1.6        Terms. The Company shall bear all
fees and expenses attendant to registering the Registrable Securities,
including the expenses of any legal counsel selected by the Holders to
represent them in connection with the sale of the Registrable Securities, but
the Holders shall pay any and all underwriting commissions. The Company agrees
to use its reasonable best 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 stockholders 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 nine consecutive months from the effective date of
such registration statement or post-effective amendment.


5.2           Piggy-Back Registration.


















5.2.1        Piggy-Back Rights. If at any time
during the seven year period commencing on the Effective Date the Company
proposes to file a registration statement under the Act with respect to an
offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for
its own account or for stockholders of the Company for their account (or by the
Company and by stockholders of the Company including, without limitation,
pursuant to Section 5.1), other than a registration statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing
stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall (x) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than ten
(10) days before the anticipated filing date, which notice shall describe the
amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing underwriter or
underwriters, if any, of the offering, and (y) offer to the holders of
Registrable Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such holders may request in
writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The
Company shall cause such Registrable Securities to be included in such
registration and shall use its best efforts to cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same
terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable
Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggy-Back Registration.


5.2.2        Reduction of Offering. If the
managing underwriter or underwriters for a Piggy-Back Registration that is to
be an underwritten offering advises the Company and the holders of Registrable
Securities in writing that the dollar amount or number of Shares which the
Company desires to sell, taken together with Shares, if any, as to which
registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this
Section 5.2, and the Shares, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights of
other stockholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration:


(a)           If the registration is undertaken for
the Company’s account: (A) first, the 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 Shares or other securities, if
any, comprised of  Registrable Securities
and Investor Securities, as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such
security holders, Pro Rata, 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 Shares
or other securities for the account of other 













persons that the Company is obligated to register
pursuant to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Number of Shares;


(b)           If the registration is a “demand”
registration undertaken at the demand of holders of Investor Securities, (A)
first, the Shares or other securities for the account of the demanding persons,
Pro Rata, 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 Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of
Shares; (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof, that can be sold without exceeding the Maximum Number of
Shares; 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 Shares or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons, that
can be sold without exceeding the Maximum Number of Shares; and


(c)           If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders
of Registrable Securities or of Investor Securities, (A) first, the Shares or
other securities 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 Shares or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of 
Shares; (C) third, to the extent that the Maximum Number of Shares has
not been reached under the foregoing clauses (A) and (B), collectively the
Shares or other securities comprised of Registrable Securities and Investor
Securities, Pro Rata, as to which registration has been requested pursuant to
the terms hereof and of the Registration Rights Agreement, as applicable, that
can be sold without exceeding the Maximum Number of Shares; 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 Shares or other securities for the
account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares.


5.2.3        Withdrawal. Any holder of
Registrable Securities may elect to withdraw such holder’s request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to the
effectiveness of the registration statement. The Company (whether on its own
determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration
statement at any time prior to the effectiveness of the registration statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the holders of Registrable Securities in connection with such
Piggy-Back Registration as provided in Section 5.2.4.


5.2.4        Terms. The Company shall bear all
fees and expenses attendant to registering the Registrable Securities,
including the expenses of any legal counsel selected by the 













Holders to represent them in connection with the sale
of the Registrable Securities 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 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.


5.3              No Net-Cash Settlement or Damages Upon Failure
of Registration. In no event shall the registered Holder of this
Purchase Option be entitled to (i) net-cash settlement of this Purchase Option,
regardless of whether any or all of the Registrable Securities have been
registered by the Company pursuant to an effective registration statement, or
(ii) receive any damages if any or all of the Registrable Securities have not
been registered by the Company pursuant to an effective registration statement,
subject to the requirement that the Company use its best efforts to have a
registration statement or post-effective amendment filed pursuant this Section
5 declared effective as soon as possible after receiving the Initial Demand
Notice.  In the event there is no effective
registration statement related to the issuance or exercise of the Warrants
contained within the Units, that portion of the Units may not be exercisable by
the Holder and therefore may expire and be worthless.


5.4           General Terms.


5.4.1        Indemnification. The Company
shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant
to any registration statement hereunder 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 (“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 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 from such registration statement
but 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 of the Underwriting Agreement between the Company, Morgan Joseph and
the other underwriters named therein dated the Effective Date. The Holder(s) 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 of the
Underwriting Agreement pursuant to which the underwriters have agreed to
indemnify the Company.


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


5.4.3        Documents Delivered to Holders.
The Company shall furnish Morgan Joseph, 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 Morgan Joseph, 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 Morgan Joseph, 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 National Association of Securities Dealers, Inc. (“NASD”).
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 Morgan Joseph, as representative of the Holders, shall
reasonably request. The Company shall not be required to disclose any
confidential information or other records to Morgan Joseph, 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.


5.4.4        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, 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
stockholders 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.


5.4.5        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 Holder (i) where such Holder
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 then held by such Holder, and (ii)
where the number of Registrable Securities held by such Holder is within the
volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
within the meaning of Rule 144).


5.4.6        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 Holder will immediately discontinue
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Holder’s receipt of the copies
of a supplemental or amended prospectus, and, if so desired by the Company,
such Holder 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 Holder’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, and subject to the provisions of Section 6.3 below,
the number of outstanding Shares is increased by a stock dividend payable in
Shares or by a split-up 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 













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 stock dividend and
at the time of such dividend this Purchase Option is for the purchase of one
Unit at $10.00 per whole Unit (each Warrant underlying the Units is exercisable
for $7.00 per share), upon effectiveness of the dividend, this Purchase Option
will be adjusted to allow for the purchase of one Unit at $10.00 per Unit, each
Unit entitling the holder to receive two Shares and two Warrants (each Warrant
exercisable for $5.00 per share).


6.1.2        Extraordinary Dividend.  If
the Company, at any time while this Purchase Option is outstanding and
unexpired, shall pay a dividend or make a distribution in cash, securities or
other assets to the holders of Common Stock (or other shares of the Company’s
capital stock receivable upon exercise of the Purchase Option), other than (i)
as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other
periodic dividends, (iii) in connection with the conversion rights of the
holders of Common Stock upon consummation of the Company’s initial Business
Combination or (iv) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate a Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Exercise Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Company’s Board of
Directors, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend.


6.1.3        Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 6.3, the number of
outstanding Shares is decreased by a consolidation, combination or
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.


6.1.4        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 6.1.3
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 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 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 Holder of the number of
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 Shares covered by
Section 6.1.1 or 6.1.3, then such adjustment shall be made pursuant to Sections
6.1.1, 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.3 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


6.1.5        Changes in Form of Purchase Option.
This form of Purchase Option need not be changed because of any change pursuant
to this Section 5, and 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
Holder 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.


6.1.5        Adjustments of Warrants. To the
extent the price of the Warrants are lowered pursuant to the Warrant Agreement, dated                            
     , 2007, between the Company and Continental Stock
Transfer & Trust Company (the “Warrant Agreement”)
the price of the Warrants underlying the Purchase Option shall be reduced on
identical percentage  terms.  To the
extent the duration of the Warrants is extended pursuant to the
Warrant Agreement, the duration of the Warrants underlying the Purchase Option
shall be extended on identical terms.


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 Shares), the corporation formed by such consolidation or merger
shall execute and deliver to the Holder 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 and other securities and property receivable upon
such consolidation or merger, by a holder of the number of 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.


6.3           Elimination of Fractional
Interests. The Company shall not be required to issue certificates
representing fractions of 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 Warrants, 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 Shares, solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying
the 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 Purchase Options 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 stockholder. 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
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 stockholder. As long as the Purchase Options shall be
outstanding, the Company shall use its best efforts to cause all (i) Units and
Shares issuable upon exercise of the Purchase Options, (iii) Warrants issuable
upon exercise of the Purchase Options and (iv) Shares issuable upon exercise of
the Warrants included in the Units 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 Nasdaq Global Market, Capital Market, OTC
Bulletin Board or any successor trading market) on which the Units, the Shares
or the Public Warrants issued to the public in connection herewith 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 stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder 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 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 each 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 shares of capital stock of the Company or securities convertible
into 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 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 Holders of such event
and change (“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 President 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, or mailed by express mail or private courier service: (i) if to the
registered Holder of the Purchase Option, to the address of such Holder as
shown on the books of the Company, or (ii) if to the Company, to the following
address or to such other address as the Company may designate by notice to the
Holders:


Stone Tan China
Acquisition Corporation


Suite 1A, 11th Floor, Tower 1


China Hong Kong
City


33 Canton Road


Kowloon, Hong Kong


Attention: Richard Tan, CEO


9.             Miscellaneous.


9.1           Amendments.   The Company
and Morgan Joseph 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 Morgan Joseph may deem necessary or desirable and that the Company
and Morgan Joseph 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 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 Purchase Option or any provisions herein
contained.


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. The Company hereby agrees 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 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 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 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.


9.6           Waiver, Etc.   The failure
of the Company or the Holder 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 Holder 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 or non-compliance.


9.7           Execution in Counterparts.   This
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.


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 Holder, if the Company and Morgan Joseph enter into an agreement (“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.


9.9           Underlying Warrants.   At
any time after exercise by the Holder of this Purchase Option, the Holder may
exchange its Warrants (with an initial exercise price of $7.00) for Public
Warrants (with an initial exercise price of $7.00) upon payment to the Company
of the difference between the exercise price of its Warrant and the exercise
price of the Public Warrants.  Any such Public Warrants and the Common
Stock underlying such Public Warrants shall constitute Registrable Securities.













 


IN WITNESS WHEREOF, the Company has caused this
Purchase Option to be signed by its duly authorized officer as of the      
day of                 2007.


	
  

  	
  STONE TAN CHINA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


















Form to be used to
exercise Purchase Option:


Stone Tan China
Acquisition Corp.


Suite 1A, 11th Floor, Tower 1


China Hong Kong
City


33 Canton Road


Kowloon, Hong Kong


Attention: Richard Tan,
CEO


Date:                                  ,
200     


The undersigned hereby elects irrevocably to exercise
all or a portion of the within Purchase Option and to purchase        
Units of Stone Tan China Acquisition Corp. and hereby makes payment of $               
(at the rate of $      per Unit) in payment of the
Exercise Price pursuant thereto. Please issue the Shares and Warrants 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” 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.


	
  

  	
   

  
	
   

  	
  NOTICE: The signature to this assignment must
  correspond with the name as written upon the face of the purchase option in
  every particular, without alteration or enlargement or any change whatever.

  



 


	
  Signature(s) Guaranteed:

  	
   

  	
   

  
	
   

  
	
   

  	
  THE SIGNATURE(S) SHOULD 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).

  
				



 


INSTRUCTIONS FOR
REGISTRATION OF SECURITIES


	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print in Block
  Letters)

  
	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  














Form to be used to
assign Purchase Option:


ASSIGNMENT


(To be executed by the registered Holder 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 Stone Tan China Acquisition Corp. (“Company”)
evidenced by the within Purchase Option and does hereby authorize the Company
to transfer such right on the books of the Company.


Dated:                      ,
200  


	
  

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature to this assignment must
  correspond with the name as written upon the face of the purchase option in
  every particular, without alteration or enlargement or any change whatever.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  THE SIGNATURE(S) SHOULD 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).