DOUBLOON CORP.
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NUMBER
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(SEE
REVERSE SIDE FOR LEGEND)
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WARRANTS
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[SYMBOL]
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THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00
P.M. NEW YORK CITY TIME,
, 2010
OR
UPON EARLIER REDEMPTION
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CUSIP
___________
WARRANT
THIS
CERTIFIES THAT, for value received
is
the
registered holder of a Warrant or Warrants expiring at [_______] p.m., [_______]
Time, [_______], or upon earlier redemption (the “Warrant”), to purchase one
fully paid and non-assessable share of Common Stock, par value $0.00001 per
share (“Shares”), of Doubloon 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)
[_______] or (ii) the consummation by the Company of an acquisition through
merger, capital stock exchange, asset acquisition, stock purchase or other
similar transaction, or a combination of any of the foregoing, of one or more
operating businesses in the financial services industry or any other industry
that is its initial business combination and which meets the size, timing and
other criteria outlined in the Company's registration statement on Form S-1
initially filed with the Securities and Exchange Commission on [_______] (File
No. 333-________), as amended (“Business Combination”), such number of Shares of
the Company at the price of $8.00 per share, upon surrender of this Warrant
Certificate accompanied by the annexed duly executed subscription form and
payment of the Warrant Price (as hereinafter defined) at the office or agency
of
the Warrant Agent, [_______] (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 [_______] (the “Warrant
Agreement”). The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, 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 or down
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 redeem all (but not part) of the then outstanding
Warrants, with a notice of redemption in writing to the holders of record of
the
Warrants then outstanding, giving 30 days' notice of such redemption at any
time
after such Warrants become exercisable if the last sale price of the Shares
has
been at least $14.25 per share on each of 20 trading days within a 30 trading
day period ending on the third business day prior to the date on which notice
of
such redemption is given. The redemption 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 redemption shall be cancelled on
the
books of the Company and have no further value except for the $.01 redemption
price.
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By
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CORPORATE
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THE
STATE OF DELAWARE
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Chief
Executive Officer
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SEAL
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Secretary
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2006
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COUNTERSIGNED:
[_______________________________],
as
Warrant Agent
_________________________________
Authorized
Officer
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)
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and
be delivered to
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(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
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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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(SIGNATURE)
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(ADDRESS)
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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 sells, assigns, and transfers unto
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION
NUMBER)
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of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
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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(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
OR THE NEW YORK STOCK EXCHANGE.
