SPECIMEN UNIT AGREEMENT
SEE REVERSE FOR CERTAIN DEFINITIONS ASIA AUTOMOTIVE ACQUISITION CORP
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE
ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT ____________________________________________________________
is the owner of _________________________________________________________ Units.
Each Unit ("Unit") consists of one (1) share of common stock, par value $.0001
per share ("Common Stock"), of Asia Automotive Acquisition Corp., a Delaware
corporation (the "Company"), and one warrant (the "Warrants"). Each Warrant
entitles the holder to purchase one (1) share of Common Stock for $6.00 per
share (subject to adjustment). Each Warrant will become exercisable on later of
(i) the Company's completion of a merger, capital stock exchange, asset
acquisition or other similar business combination and (ii) ___________, 2006,
and will expire unless exercised before 5:00 p.m., New York City Time, on
____________, 2010, or earlier upon redemption (the "Expiration Date"). The
Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to ___________, 2005, subject to earlier
separation in the discretion of Rodman and Renshaw. The terms of the Warrants
are governed by a Warrant Agreement, dated as of ___________, 2005, between the
Company and ____________________, as Warrant Agent, and are subject to the terms
and provisions contained therein, all of which terms and provisions the holder
of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at
and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signature of its
duly authorized officers.
ASIA AUTOMOTIVE ACQUISITION CORP
Chairman of the Board Secretary
ASIA AUTOMOTIVE ACQUISITION CORP
The Company will furnish without charge to each stockholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the
Company and the qualifications, limitations, or restrictions of such preferences
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM: as tenants in Common UNIF GIFT MIN ACT
TEN ENT: as tenants by the entireties CUSTODIAN____________
JT-TEN: as joint tenants with the right MINOR__________________
And not as tenants in common STATE_____________________
Additional Abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ___________________________ HEREBY SELL, ASSIGN AND
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED COMPANY WILL FULL
POWER OF SUBSTITUTION IN THE PREMISES.
NOTICE: The signature to this assignment must
correspond with the name as written upon
the face of the certificate in every
particular, without alteration or
enlargement or any change whatever.
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).