Exhibit 4.7
[Form of Warrant
Certificate]
[Face]
THIS WARRANT WILL BE VOID IF NOT
EXERCISED PRIOR TO
5:00 P.M. NEW YORK CITY
TIME, NOVEMBER 14, 2013
KENNEDY-WILSON
HOLDINGS, INC.
Incorporated Under the Laws of
the State of Delaware
WARRANT
CERTIFICATE
This Warrant Certificate
certifies that
, or registered assigns, is the
registered holder of
warrants (the “ Warrants ”) to purchase
shares of Common Stock, $.0001 par value (the “ Common
Stock ”), of Kennedy-Wilson Holdings, Inc.
(formerly Prospect Acquisition Corp.), a Delaware corporation (the
“ Company ”). Each Warrant entitles the
holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to purchase from the Company that
number of fully paid and non-assessable shares of Common Stock
(each, a “ Warrant Share ”) as set forth
below at the exercise price (the “ Exercise
Price ”) as determined pursuant to the Warrant
Agreement payable in lawful money of the United States of America
upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent, but
only subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant
Agreement.
Each Warrant is initially
exercisable for one fully paid and non-assessable share of Common
Stock. The number of Warrant Shares issuable upon exercise of the
Warrants is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.
The initial Exercise Price per share
of Common Stock for any Warrant is equal to $12.50 per share. The
Exercise Price is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.
Warrants may be exercised only
during the Warrant Exercise Period subject to the conditions set
forth in the Warrant Agreement and to the extent not exercised by
the end of such Warrant Exercise Period such Warrants shall become
void.
Reference is hereby made to the
further provisions of this Warrant Certificate set forth on the
reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this
place.
This Warrant Certificate shall not
be valid unless countersigned by the Warrant Agent, as such term is
used in the Warrant Agreement.
