CUSIP No:________ Warrant No:___
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF
NORTH AMERICAN INSURANCE LEADERS, INC.
(Incorporated under the Laws of the State of Delaware)
THIS CERTIFIES THAT, for value received and subject to the terms and
conditions set forth below and in the Warrant Agreement (as defined below),
____________________________, the holder of this Certificate is the registered
holder of ____ 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 _________________, 2009 for a purchase price of $6.00 per Share.
Subject to the terms of the Warrant Agreement (the "Warrant Agreement")
dated as of __________________, 2005, 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
__________________, 2006 and ending at 5:00 P.M., New York time, on
_________________, 2009, 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,
_____________________________________________.
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 $.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 $.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 _____________, 2006.
(SEAL)
Countersigned and Registered: ______________________________
Transfer Agent and Registrar ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
By: ______________________________ ______________________________
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
________________________________________________________________________________
(Please type or print name and address)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Social Security or Tax Identification Number)
and be delivered to_____________________________________________________________
(Please type or print 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 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: ___________________ _______________________________________________
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:
________________________________
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).