STONELEIGH PARTNERS ACQUISITION CORP.
EXHIBIT
4.5
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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, __________, 2015
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WARRANTS
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CUSIP____________
CLASS
W WARRANT
THIS
CERTIFIES THAT, for value received
is
the
registered holder of a Warrant or Warrants expiring ________, 2015 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share (“Shares”), of Stoneleigh Partners Acquisition Corp.,
a Delaware corporation (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 the consummation
by the Company of a merger, capital stock exchange, asset acquisition or other
similar business combination and _________, 2008, such number of Shares of
the
Company at the price of $1.75 per share (subject to adjustment), 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
(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 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 Common Stock 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 Common
Stock 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
his 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, in whole or in part, at any
time
prior to its exercise, with the consent of HCFP/Xxxxxxx Securities LLC, 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 $4.50 per share (subject
to
adjustment) on any 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 $.05 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 $.05 call price.
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By:
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By:
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__________________________________________
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___________________________________________________
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Assistant
Secretary
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President
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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 Common Stock 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:
Dated:
_____________________
___________________________________________
(SIGNATURE)
___________________________________________
(ADDRESS)
___________________________________________
___________________________________________
(TAX
IDENTIFICATION NUMBER)
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.
Dated:
_________________________
_________________________________
(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.
