EAST INDIA COMPANY ACQUISITION CORP.
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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, __________, 2010
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WARRANTS
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EAST
INDIA COMPANY ACQUISITION CORP.
CUSIP
____________
WARRANT
THIS
CERTIFIES THAT, for value received
is
the
registered holder of a Warrant or Warrants expiring ________, 2010 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
par value $.0001 per share (“Shares”), of East India Company 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 (i) the Company’s completion of a
merger, capital stock exchange, asset acquisition or other similar business
combination and (ii) ______________, 2007, 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 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 EarlyBirdCapital, Inc., 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 $8.50 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.
By
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________________________________
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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 Common Stock 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:
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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___________________________________________
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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
____________________________________________________________________________________________________
(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.
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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.
