Exhibit 4.3
SPECIMEN WARRANT CERTIFICATE
NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS
______ (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY TIME, __________, 2011
INTER-ATLANTIC FINANCIAL, INC.
CUSIP _______________
WARRANT
THIS CERTIFIES THAT, for value received _________________________________
is the registered holder of a Warrant or Warrants expiring ________, 2011 [FOUR
YEARS FROM DATE OF PROSPECTUS] ("Warrant") to purchase one fully paid and
non-assessable share of common stock, par value US$.0001 per share ("Shares"),
of Inter-Atlantic Financial, Inc., a Delaware corporation (the "Corporation"),
for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Corporation, commencing on the later of (i)
the Corporation's completion of a capital stock exchange, asset acquisition or
other similar business combination or (ii) ______________, 2008, such number of
Shares of the Corporation at the price of US$6.00 per share, upon surrender of
this Warrant Certificate and payment of the Warrant Price at the office or
agency of the Warrant Agent, American Stock Transfer & Trust Company (such
payment to be made by check made payable to the Warrant Agent), but only subject
to the conditions set forth herein and in the Warrant Agreement between the
Corporation and American Stock Transfer & Trust Company. In no event shall
the registered holder of this Warrant be entitled to receive a net-cash
settlement, shares of Common Stock or other consideration in lieu of physical
settlement in shares of the Corporation. 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.
This Warrant may expire on the date first above written if it is not
exercised prior to such date by the registered holder pursuant to the terms of
the Warrant Agreement or if it is not redeemed by the Corporation prior to such
date.
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 Corporation 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 Corporation 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 Corporation nor the Warrant Agent shall be
affected by any notice to the contrary.
Neither this Warrant Certificate nor any of the Warrant(s) evidenced hereby
itself entitles the registered holder to any of the rights of a shareholder of
the Corporation.
The Corporation reserves the right to call the Warrant at any time prior to
its exercise, 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
US$11.50 per share on each of 20 trading days within any 30 trading day period
ending on the third business day prior to the date on which notice of such call
is given. The call price of the Warrants is to be US$.01 per Warrant. Any
Warrant either not exercised or tendered back to the Corporation by the end of
the date specified in the notice of call shall be canceled on the books of the
Corporation and have no further value except for the US$.01 call price.
This Certificate is not valid unless countersigned by the Warrant Agent
and registered by the Registrar.
By [seal]
------------------------------- ----------------------------------
Secretary Chief Executive Officer
-------------------------------
Warrant Agent
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
issuable upon the exercise of such Warrants, and requests that Certificates for
such shares shall be issued in the name of
________________________________________________________________________________
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(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:
Dated:
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(SIGNATURE)
----------------------------------------
(ADDRESS)
----------------------------------------
----------------------------------------
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, _______________________ hereby sells, assigns, and transfers
unto
________________________________________________________________________________
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(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.
Dated:
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(SIGNATURE)
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.
