SPECIMEN WARRANT CERTIFICATE
SPECIMEN
WARRANT CERTIFICATE
|
NUMBER
__________-
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WARRANTS
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(SEE
REVERSE SIDE FOR LEGEND)
THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW
YORK
CITY TIME, __________, 2013
ASM
ACQUISITION COMPANY LIMITED
CUSIP
__________
WARRANT
This
Warrant Certificate certifies that ________________________, or registered
assigns, is the registered holder of __________ warrants (the “Warrants”) to
purchase shares of Common Stock, $.001 par value (the “Common Stock”), of ASM
Acquisition Company Limited, a Cayman Islands corporation (the “Company”). Each
Warrant entitles the holder, upon exercise during the period set forth
in the
Warrant Agreement referred to below, to receive from the Company that number
of
fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as
set forth below at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement payable in lawful money of the United
States
of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent, but only subject
to
the conditions set forth herein and in the Warrant Agreement.
Each
Warrant is initially exercisable for one share of Common Stock. The number
of
Warrant Shares issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events set forth in the Warrant
Agreement.
The
initial Exercise Price per share of Common Stock for any Warrant is equal
to
$7.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.
Warrants
may be exercised only during the Warrant Exercise Period subject to the
conditions set forth in the Warrant Agreement and to the extent not exercised
by
the end of such Warrant Exercise Period such Warrants shall become
void.
Reference
is hereby made to the further provisions of this Warrant Certificate set
forth
on the reverse hereof and such further provisions shall for all purposes
have
the same effect as though fully set forth at this place.
This
Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent, as such term is used in the Warrant Agreement.
This
Warrant Certificate shall be governed and construed in accordance with
the
internal laws of the State of New York, without regard to conflicts of
laws
principles thereof
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ASM
ACQUISITION COMPANY LIMITED.
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By:
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Name:
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V-Nee
Yeh
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Title:
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Non-executive
Chairman of the Board of
Directors
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Countersigned:
Dated:
________, 20__
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
as
Warrant Agent
By _______________________ Authorized
Signatory
[Form
of
Warrant Certificate]
[Reverse]
The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants entitling the holder on exercise to receive shares of
Common
Stock, par value $0.001 per share, of the Company (the “Common Stock”), and are
issued or to be issued pursuant to a Warrant Agreement dated as of
[____________], 2008 (the “Warrant Agreement”), duly executed and delivered by
the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument
and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the
Company
and the holders (the words “holders” or “holder” meaning the registered holders
or registered holder) of the Warrants. A copy of the Warrant Agreement
may be
obtained by the holder hereof upon written request to the Company. Defined
terms
used in this Warrant Certificate but not defined herein shall have the
meanings
given to them in the Warrant Agreement.
Warrants
may be exercised at any time during the Warrant Exercise Period set forth
in the
Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form
of
election to purchase set forth hereon properly completed and executed,
together
with payment of the Exercise Price as specified in the Warrant Agreement
at the
principal corporate trust office of the Warrant Agent. In the event that
upon
any exercise of Warrants evidenced hereby the number of Warrants exercised
shall
be less than the total number of Warrants evidenced hereby, there shall
be
issued to the holder hereof or his assignee a new Warrant Certificate evidencing
the number of Warrants not exercised. No adjustment shall be made for any
dividends on any Common Stock issuable upon exercise of this
Warrant.
Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no
Warrant
may be exercised unless at the time of exercise (i) a registration statement
covering the Warrant Shares to be issued upon exercise of the Public Warrants
is
effective under the Act and (ii) a prospectus thereunder relating to such
Warrant Shares is current. In no event shall the Warrants be settled on
a net
cash basis.
The
Warrant Agreement provides that upon the occurrence of certain events the
number
of Warrant Shares set forth on the face hereof may, subject to certain
conditions, be adjusted. No fractions of a share of Common Stock will be
issued
upon the exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant Agreement.
Warrant
Certificates, when surrendered at the principal corporate trust office
of the
Warrant Agent by the registered holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged,
in the
manner and subject to the limitations provided in the Warrant Agreement,
but
without payment of any service charge, for another Warrant Certificate
or
Warrant Certificates of like tenor evidencing in the aggregate a like number
of
Warrants.
Upon
due
presentation for registration of transfer of this Warrant Certificate at
the
office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of
like tenor and evidencing in the aggregate a like number of Warrants shall
be
issued to the transferee(s) in exchange for this Warrant Certificate, subject
to
the limitations provided in the Warrant Agreement, without charge except
for any
tax or other governmental charge imposed in connection therewith.
The
Company and the Warrant Agent may deem and treat the registered holder(s)
thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for
the
purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and
for all other purposes, and neither the Company nor the Warrant Agent shall
be
affected by any notice to the contrary. Neither the Warrants nor this Warrant
Certificate entitles any holder hereof to any rights of a stockholder of
the
Company.
2
Election
to Purchase
(To
Be
Executed Upon Exercise Of Warrant)
The
undersigned hereby irrevocably elects to exercise the right, represented
by this
Warrant Certificate, to receive __________ shares of Common Stock and herewith
tenders payment for such shares to the order of ASM Acquisition Company
Limited
in the amount of $______ in accordance with the terms hereof. The undersigned
requests that a certificate for such shares be registered in the name of
________________, whose address is _______________________________ and
that such
shares be delivered to ________________ whose address is ___________
______________________. If said number of shares is less than all of the
shares
of Common Stock purchasable hereunder, the undersigned requests that a
new
Warrant Certificate representing the remaining balance of such shares be
registered in the name of ______________, whose address is
_________________________, and that such Warrant Certificate be delivered
to
_________________, whose address is __________________.
| Signature: |
Date:
_____________, 20__
Signature
Guaranteed: _________________
3
LEGEND
FOR PRIVATE WARRANTS
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON
STOCK
OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN
ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN
TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN
AND
UNDER AN ESCROW AGREEMENT TO BE EXECUTED BY THE COMPANY AND THE INITIAL
SHAREHOLDERS (AS DEFINED THEREIN).
SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY
ISSUABLE
UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
No.
_____
_______ Warrants
4
