REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _____, 2007, by and among Nagao Group Holdings Limited, a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between NAGAO GROUP HOLDINGS LIMITED and EARLYBIRDCAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
The undersigned, Nagao Group Holdings Limited, a Cayman Islands corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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,...Nagao Group Holdings LTD • March 5th, 2007 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY NAGAO GROUP HOLDINGS LIMITED (“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.
WARRANT AGREEMENTWarrant Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
Agreement made as of __________, 2007 between Nagao Group Holdings Limited, a Cayman Islands limited life exempted company, with offices at 12B, Lippo Leighton Tower, 103 Leighton Road, Causeway Bay, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
NAGAO GROUP HOLDINGS LIMITEDNagao Group Holdings LTD • March 5th, 2007
UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY SHARENagao Group Holdings LTD • March 5th, 2007 • New York
Each Unit (“Unit”) consists of one (1) ordinary share, par value $0.001 per share (“Ordinary Shares”), of Nagao Group Holdings Limited, a Cayman Islands limited life exempted company (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) ordinary share for $5.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of a business combination and (ii) ___________, 2008, and will expire unless exercised before 5:00 p.m., New York City Time, on ____________, 2011, or earlier upon redemption (the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to __________, 2007, subject to earlier separation in the discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2007, between the Company and Continental Stock Transfer & Trust Comp
Subscription Agreement March 2, 2007Subscription Agreement • March 5th, 2007 • Nagao Group Holdings LTD
The undersigned hereby subscribes for and agrees to purchase _______ Warrants (“Insider Warrants”) at $1.10 per Insider Warrant, of Nagao Group Holdings Limited (the “Corporation”) for an aggregate purchase price of $________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2007 (“Agreement”), by and among NAGAO GROUP HOLDINGS LIMITED., a Cayman Islands limited life exempted company (“Company”), YEUNG WAI KEUNG, LEUNG CHAU PING, YIN JUN and LOH JIAH YEE (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
NAGAO GROUP HOLDINGS LIMITED CUSIP _________ WARRANTNagao Group Holdings LTD • March 5th, 2007
is the registered holder of a Warrant or Warrants expiring ________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable Ordinary Share, par value $0.001 per share (“Ordinary Shares”), of Nagao Group Holdings Limited, a Cayman Islands limited life exempted company (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a business combination and (ii) ______________, 2008, such number of Shares of the Company at the price of $5.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to deliver any securities pursuant to the ex
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2007 • Nagao Group Holdings LTD • New York
This Agreement is made as of _____________, 2007 by and between Nagao Group Holdings Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
