NAGAO GROUP HOLDINGS LIMITED CUSIP _________ WARRANT
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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
|
NAGAO
GROUP HOLDINGS LIMITED
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 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 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 Shares 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 Shares 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 Ordinary Share at which Ordinary
Shares may be purchased at the time the Warrant is exercised.
No
fraction of an Ordinary Share will be issued upon any exercise of a Warrant.
If
the holder of a Warrant would be entitled to receive a fraction of an Ordinary
Share upon any exercise of a Warrant, the Company shall, upon such exercise,
round up to the nearest whole number the number of Ordinary Shares to be issued
to such holder.
Upon
any
exercise of the Warrant for less than the total number of full Ordinary 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 Ordinary 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
shareholder of the Company.
The
Company 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 Ordinary 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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Secretary
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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 Ordinary 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)
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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
|
(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)
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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.
