EXHIBIT 4.3
CUSIP No: 65687M 11 2 Warrant No: 1
ISIN No: US65687M1128
NORTH AMERICAN INSURANCE LEADERS, INC.
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(Incorporated under the Laws of the State of Delaware)
WARRANT TO PURCHASE SHARES OF COMMON STOCK
THIS CERTIFIES THAT, for value received and subject to the
terms and conditions set forth below and in the Warrant Agreement (as defined
below), CEDE & CO. (or registered assigns), the holder of this Certificate, is
the registered holder of TWELVE MILLION FIVE HUNDRED THOUSAND (12,500,000)
warrants (each, a "Warrant" and collectively, the "Warrants"), each of which
entitles the Holder to purchase one (1) non-assessable share (each a "Share"),
par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE
LEADERS, INC. (the "Corporation"), upon surrender of this Certificate and a
properly endorsed exercise form at any time up to 5:00 p.m., New York City time,
on March [o], 2010 for a purchase price of $6.00 per Share.
Subject to the terms of the Warrant Agreement (the "Warrant
Agreement") dated as of March [o], 2006, between the Corporation and Mellon
Investor Services LLC (the "Warrant Agent"), each Warrant evidenced hereby may
be exercised in whole but not in part at any time, as specified herein, on any
Business Day (as defined in the Warrant Agreement) occurring during the period
(the "Exercise Period") commencing on the later of the Company's completion of a
Business Combination (as defined in the Warrant Agreement) or March [o], 2007
and ending at 5:00 P.M., New York time, on March [o], 2010, or earlier upon
redemption (the "Expiration Date"). Each Warrant remaining unexercised after
5:00 P.M., New York time, on the Expiration Date shall become void, and all
rights of the holder of this Warrant Certificate evidencing such Warrant shall
cease.
This Warrant may be exercised only at the offices of the
Warrant Agent at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
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 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 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.
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 $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 $0.01 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 $0.01 call price.
This Warrant does not entitle the registered holder to any of
the rights of a stockholder of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its duly authorized officers this _____ day of
March, 2006.
(SEAL)
Countersigned and Registered: ------------------------------
Transfer Agent and Registrar ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
By:
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Authorized Signatory ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
President
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
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(Please type or print 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.
Dated:
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(Signature)
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(Address)
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(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 print or typewrite name and address, including zip code, and social
security number of assignee)
_____________________________ (________) Warrants to purchase Common Stock of
the Corporation represented by this Certificate and does hereby irrevocably
constitute and appoint ______________ attorney to transfer the said Warrants on
the books of the Corporation, with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
Certificate in every particular,
without alteration or enlargement, or
any change whatever.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).