NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ________, 2011 WARRANTS
EXHIBIT
4.4
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NUMBER
________-
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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, ________, 2011
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WARRANTS
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CUSIP
_______
WARRANT
THIS
CERTIFIES THAT, for value received
is the
registered holder of a Warrant or Warrants expiring ________, 2011 (the
“Warrant”) to purchase one fully paid and non-assessable share of Ordinary
Share, par value $.0001 per share (“Shares”), of China Networks International
Holdings Ltd., a company registered under the laws of the British Virgin Islands
(the “Company”), for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on
the Company’s completion of a merger, capital stock exchange, asset acquisition
or other similar business combination, such number of Shares of the Company at
the price of $5.00 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 exercise of a Warrant and
shall have no obligation to settle a Warrant exercise unless a registration
statement under the Securities Act of 1933, as amended, (the “Act”) with respect
to the Ordinary Share is effective, subject to the Company satisfying its
obligations under Section 7.4 of the Warrant Agreement to use its best efforts.
In the event that a registration statement with respect to the Ordinary Share
underlying a Warrant is not effective under the Act, the holder of such Warrant
shall not be entitled to exercise such Warrant and such Warrant may have no
value and expire worthless. In no event will the Company be required to net cash
settle the warrant exercise. The Warrant Agreement provides that upon
the occurrence of certain events the Warrant Price and the number of Warrant
Shares purchasable hereunder, set forth on the face hereof, may, subject to
certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised.
No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such
holder.
Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
Shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by 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 and evidencing in the
aggregate a like number of Warrants.
Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency 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 in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner 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 registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The
Company reserves the right to call the Warrant at any time prior to its
exercise, with the prior consent of Xxxxxx, Xxxxx Xxxxx Incorporated and Jesup
& Xxxxxx Securities Corporation, with a notice of call in writing to the
holders of record of the Warrant, giving 30 days’ notice of such call at any
time after the Warrant becomes exercisable if the last sale price of the Shares
has been at least $11.50 per share on each of 20 trading days within any 30
trading day period ending on the third business day prior to the date on which
notice of such call is given. The call price of the Warrants is to be $.01 per
Warrant. Any Warrant either not exercised or tendered back to the Company by the
end of the date specified in the notice of call shall be canceled on the books
of the Company and have no further value except for the $.01 call
price.
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By
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||||
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Secretary
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Chairman
of the Board
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SUBSCRIPTION
FORM
To Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Ordinary Shares issuable upon the exercise of such
Warrants, and requests that Certificates for such shares shall be issued in the
name of
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and be
delivered to
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
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Dated:
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|||
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(SIGNATURE)
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|||
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(ADDRESS)
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|||
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(TAX
IDENTIFICATION NUMBER)
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|||
ASSIGNMENT
To Be
Executed by the Registered Holder in Order to Assign Warrants
For Value
Received, _______________________ hereby sell, assign, and transfer
unto
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and be
delivered to
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
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Dated:
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|||
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(SIGNATURE)
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|||
THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.
