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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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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.
