Exhibit 4.5
WARRANT TO PURCHASE 80,000 UNITS
(CONSISTING OF 80,000 SHARES OF CLASS A
COMMON STOCK AND 80,000 REDEEMABLE CLASS
A COMMON STOCK PURCHASE WARRANTS) AND
15,000 SHARES OF CLASS B EXCHANGEABLE
COMMON STOCK
REPRESENTATIVE'S WARRANT
Dated: [CLOSING DATE]
THIS CERTIFIES THAT H.J. MEYERS & CO., INC. (herein sometimes called the
"Holder") is entitled to purchase from NORTH ATLANTIC ACQUISITION CORP., a
Delaware corporation (the "Company"), at the respective prices and during the
period hereinafter specified, up to 80,000 Units (the "Units"), each Unit
consisting of one share of the Class A Common Stock, $.01 par value, of the
Company (the "Class A Stock") and one Redeemable Class A Common Stock Purchase
Warrants (the "Class A Warrants"), and 15,000 shares of the Class B Exchangeable
Common Stock (the "Class B Stock") (such shares of Class A Stock, shares of
Class B and Class A Warrants being herein sometimes collectively called the
"Securities"). Each Class A Warrant is exercisable to purchase one share of
Class A Stock at any time (subject to the qualification stated in clause (ii)
below) commencing on [EFFECTIVE DATE + 1 YEAR] (that being the date one year
from the date on which the Registration Statement (as hereinafter defined)
became effective) (the date on which the Registration Statement became effective
is hereafter referred to as the "Effective Date"), and ending on the fifth
anniversary of the Effective Date, at an exercise price (subject to adjustment
as described in the warrant agreement providing for the Class A Warrants) of
$9.00 per share of Class A Stock. This Representative's Warrant (this
"Warrant") is issued pursuant to an Underwriting Agreement dated [EFFECTIVE
DATE] between the Company and H.J. Meyers & Co., Inc. (the "Representative"), as
representative of certain underwriters, including themselves (the
"Underwriters"), in connection with a public offering, through the Underwriters
(the "Offering"), of 800,000 Units (and up to 120,000 additional Units covered
by an over-allotment option granted to the Underwriters) and 180,000 Shares of
Class B Stock (and up to 22,500 additional shares of Class B Stock covered by an
over-allotment option granted to the Underwriters), in consideration of $5.00
received by the Company for this Warrant. Except as otherwise expressly
provided herein, the Units and the shares of Class B Stock issued upon exercise
of this Warrant, the shares of Class A Stock issued upon exercise of the Class A
Warrants, and the Units issued upon the exchange of the Class B Stock, shall
bear the same terms and conditions described under the caption "Description Of
Securities" in the registration statement (File No. 33-80647) on Form SB-2
relating to the Offering (the "Registration Statement"), except that (i) the
Holder shall have registration
rights under the Securities Act of 1933, as amended (the "Act"), for this
Warrant, the Class A Stock, Class B Stock and the Class A Warrants, as more
fully described in Section 6, and (ii) the Class A Warrants shall be exercisable
only during the period commencing upon such date as this Warrant is exercised
and expiring five years from the Effective Date. Each certificate evidencing
the Registrable Securities (as hereinafter defined) shall bear the appropriate
restrictive legend set forth below, except that any such certificate shall not
bear such restrictive legend if (a) it is transferred pursuant to an effective
registration statement under the Act or in compliance with Rule 144 or Rule 144A
promulgated under the Act, or (b) the Company is provided with an opinion of
counsel to the effect that such legend is not required in order to establish
compliance with the provisions of the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT. COPIES OF THE REPRESENTATIVE'S WARRANT COVERING REGISTRATION
RIGHTS PERTAINING TO THESE SECURITIES AND RESTRICTING THEIR TRANSFER
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE
OFFICE OF THE COMPANY AT NEW YORK, NEW YORK."
Unless the context otherwise requires, all references herein to a "Section"
shall mean the appropriate Section of this Warrant.
1. EXERCISE PRICE AND PERIOD. The rights represented by this Warrant
shall be exercised at the price and during the periods set forth below:
(a) During the period from [EFFECTIVE DATE] to [EFFECTIVE DATE + 1
YEAR - 1 DAY] (the "First Anniversary Date"), inclusive, the Holder shall have
no right to purchase any Securities hereunder, except that in the event of any
merger or consolidation of the Company into another entity, or any sale of
substantially all of the assets of the Company as an entirety, prior to the
First Anniversary Date, the Holder shall have the right to exercise this Warrant
at such time and into such kinds and amounts of shares of stock and other
securities and property (including cash) as would be receivable by a holder of
the number of shares of Class A Stock into which this Warrant and the Units and
Class A Warrants thereunder might have been exercisable immediately prior
thereto.
(b) Between [EFFECTIVE DATE + 1 YEAR] and [EFFECTIVE DATE + 5 YEARS -
1 DAY] (the "Expiration Date"), inclusive, the Holder shall have the right to
purchase Units and Class B Stock hereunder at a price of $11.00 per Unit and
$11.00 per
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share of Class B Stock (that being 110 percent of the public Offering price of
the Units and shares of Class B Stock, respectively) (the "Exercise Price").
(c) Notwithstanding the provisions of Section 1(b) with respect to
the Exercise Price to the contrary, the Holder may elect to exercise this
Warrant, in whole or in part, by receiving Units and/or shares of Class B Stock,
as the case may be, equal to the value (as herein determined) of the portion of
this Warrant then being exercised, in which event the Company shall issue to the
Holder the number(s) of Units and/or shares of Class B Stock, as the case may
be, determined by using the following formula:
X = Y(A-B)
------
A
where: X = the number of such Securities to be issued to the Holder
under the provisions of this Section 1(c)
Y = the number of such Securities that would otherwise be issued
upon such exercise
A = the Current Fair Market Value (as hereinafter defined) of
one unit of such Securities calculated as of the last
trading day immediately preceding such exercise
B = the applicable Exercise Price of such Securities
As used herein, the "Current Fair Market Value" of Securities as of a specified
date shall mean with respect to each unit of such Securities, (i) the average of
the closing prices of such Securities sold on all securities exchanges on which
such Securities may at the time be listed, or (ii) if there have been no sales
on any such exchange on such day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or (iii) if on such
day such Securities are not so listed, the average of the representative bid and
asked prices quoted in the NASDAQ System as of 4:00 p.m., New York time, or
(iv) if on such day such Securities are not quoted in the NASDAQ System, the
average of the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Current Fair
Market Value is being determined and the 20 consecutive business days prior to
such day. If on the date for which Current Fair Market Value is to be
determined such Securities are not listed on any securities exchange or quoted
in the NASDAQ System or the over-the-counter market, then Current Fair Market
Value of such Securities shall be the highest price per unit thereof which the
Company could then obtain from a willing buyer (not a current employee or
director) for such Securities sold by the Company, from original issuance, as
determined in good faith by the Board of Directors of the Company, unless prior
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to such date the Company has become subject to a merger, consolidation,
reorganization, acquisition or other similar transaction pursuant to which the
Company is not the surviving entity, in which case the Current Fair Market Value
of such Securities shall be deemed to be the per unit value received or to be
received in such transaction by the holders of such Securities.
(d) After the Expiration Date, the Holder shall have no right to
purchase any Securities hereunder.
2. EXERCISE. The rights represented by this Warrant may be exercised, in
whole or in part (with respect to Units and/or shares of Class B Stock), by the
Holder at any time within the periods specified in Section 1 by: (a) surrender
of this Warrant for cancellation (with the purchase form at the end hereof
properly executed) at the principal executive office of the Company (or at such
other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company); (b) to the extent that the Holder does not use the election provided
by Section 1(c), payment to the Company of the Exercise Price for the number of
Units and/or shares of Class B Stock specified in the such purchase form,
together with the amount of applicable stock transfer taxes, if any; and
(c) delivery to the Company of a duly executed agreement signed by the person(s)
designated in the purchase form to the effect that such person(s) agree(s) to be
bound by all of the terms and conditions of this Warrant, including without
limitation the provisions of Sections 6 and 7. This Warrant shall be deemed to
have been exercised, in whole or in part to the extent specified, immediately
prior to the close of business on the date on which all of the provisions of
this Section 2 are satisfied, and the person(s) designated in the purchase form
shall become the holder(s) of record of the Units and/or shares of Class B Stock
issuable upon such exercise at that time and date. The certificates
representing the Units and/or shares of Class B Stock so purchased shall be
delivered to the Holder within a reasonable time, not exceeding ten business
days, after this Warrant shall have been so exercised.
3. TRANSFER OF WARRANT.
(a) During the period from [EFFECTIVE DATE] to the First Anniversary
Date inclusive, this Warrant shall not be transferred, sold, assigned or
hypothecated, except that during such period this Warrant may be transferred
(i) to successors in interest of the Holder, or (ii) in whole or in part to any
one or more shareholders, directors or officers of the Holder, in each case
subject to compliance with applicable Federal and state securities laws and
Interpretations of the Board of Governors of the National Association of
Securities Dealers, Inc.
(b) Between [EFFECTIVE DATE + 1 YEAR] and the Expiration Date
inclusive, this Warrant shall be freely transferable, in whole or in part,
subject to the other terms and conditions hereof and to compliance with
applicable federal and state securities laws.
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(c) Any transfer of this Warrant permitted by this Section 3 shall be
effected by: (i) surrender of this Warrant for cancellation (with the assignment
form at the end hereof properly executed) at the office or agency of the Company
referred to in Section 2; (ii) delivery of a certificate (signed, if the Holder
is a corporation or partnership, by an authorized officer or partner thereof),
stating that each transferee designated in the assignment form is a permitted
transferee under this Section 3; and (iii) delivery of an opinion of counsel
stating that the proposed transfer may be made without registration or
qualification under applicable federal or state securities laws. This Warrant
shall be deemed to have been transferred, in whole or in part to the extent
specified, immediately prior to the close of business on the date the provisions
of this Section 3(c) are satisfied, and the transferee(s) designated in the
assignment form shall become the holder(s) of record at that time and date. The
Company shall issue, in the name(s) of the designated transferee(s) (including
the Holder if this Warrant has been transferred in part) a new Warrant or
Warrants of like tenor and representing, in the aggregate, rights to purchase
the same numbers of Securities as are then purchasable under this Warrant. Such
new Warrant or Warrants shall be delivered to the record holder(s) thereof
within a reasonable time, not exceeding ten business days, after the rights
represented by this Warrant shall have been so transferred. As used herein
(unless the context otherwise requires), the term "Holder" shall include each
such transferee, and the term "Warrant" shall include each such transferred
Warrant.
4. COVENANTS OF THE COMPANY. The Company covenants and agrees that all
Units and all shares of Class B Stock which may be issued upon exercise of this
Warrant, and all Units, Class A Stock, Class B Stock and all Class A Warrants
which may be issued upon exercise of the Units or the Class B Stock, shall, upon
issuance in accordance with the terms hereof, be duly and validly issued, fully
paid and non-assessable, with no personal liability attaching to the Holder
thereof. The Company further covenants and agrees that during the period within
which this Warrant may be exercised, the Company shall at all times have
authorized and reserved a sufficient number of shares of Class A Stock for
issuance upon exercise of the Units, either received upon exercise of this
Warrant or upon exchange of the Class B Stock that are received under the
exercise of this Warrant, and all of the Class A Warrants received under the
Units.
5. SHAREHOLDERS' RIGHTS. This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
6. REGISTRATION RIGHTS.
(a) CERTAIN DEFINITIONS. As used herein, the term:
(i) "Registrable Securities" shall mean this Warrant, and/or
any or all of the Units, shares of Class A Stock, shares of Class B Stock and/or
Class A Warrants issued
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or issuable upon exercise of this Warrant, and/or any or all of the shares of
Class A Stock issued or issuable upon exercise of such Class A Warrants, as the
same shall be so designated by the Holder.
(ii) "50% Holder" shall mean the Holder(s) of at least
50 percent of the total number of shares of Class A Stock comprising the
Registrable Securities (whether or not this Warrant or any Class A Warrants have
been exercised), and shall include any Holder or combination of Holders.
(b) "PIGGYBACK" REGISTRATION. From the date hereof until the
Expiration Date, the Company shall advise the Holder, whether the Holder holds
this Warrant or has exercised this Warrant and holds any of the Securities, by
written notice at least four weeks prior to the filing of any post-effective
amendment to the Registration Statement (unless the Company determines that to
comply with Federal securities law it must file such post-effective amendment in
less than four weeks' time, in which case the Company shall give the Holder the
most notice practicable under the circumstances), or of any new registration
statement or post-effective amendment thereto under the Act (other than a
registration statement on Form S-8 or its counterpart), or any Notification on
Form 1-A under the Act, covering any securities of the Company, whether for its
own account or for the account of others, and shall, upon the request of the
Holder, include in any such post-effective amendment or new registration
statement such information as may be required to permit a public offering of any
or all of the Registrable Securities of the Holder, all at no expense whatsoever
to the Holder, except that each Holder whose Registrable Securities are included
in such registration shall bear the fees of its own counsel and any underwriting
discounts or commissions applicable to the Securities sold by it.
(c) DEMAND REGISTRATION.
(i) If any 50% Holder shall give notice to the Company, at any
time after the First Anniversary Date and prior to the Expiration Date, to the
effect that such 50% Holder desires to register under the Act any Registrable
Securities under such circumstances that a public distribution (within the
meaning of the Act) of any such securities shall be involved, then the Company
shall promptly, but no later than 30 days after receipt of such notice, file a
post-effective amendment to the Registration Statement or a new registration
statement under the Act, to the end that Registrable Securities of such 50%
Holder may be publicly sold under the Act as promptly as practicable thereafter,
and the Company shall use its best efforts to cause such registration to become
effective as soon as possible; provided, however, that such 50% Holder shall
furnish the Company with appropriate information in connection therewith as the
Company may reasonably request in writing; and provided further that the Company
shall then have available current financial statements (unless the
unavailability of current financial statements results from the Company's fault
or neglect). The 50% Holder may, at its option, cause Registrable Securities to
be included in such regis-
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tration under this Section 6(c) on a maximum of two occasions during the
four-year period beginning on the First Anniversary Date and ending on the
Expiration Date.
(ii) Within ten days after receiving any such notice pursuant
to this Section 6(c), the Company shall give notice to each other Holder
(whether such Holder holds a Warrant or has exercised the Warrant and holds any
of the Securities), advising that the Company is proceeding with such
post-effective amendment or new registration statement and offering to include
therein Registrable Securities held by such other Holders, provided that they
shall furnish the Company with such appropriate information in connection
therewith as the Company shall reasonably request in writing.
(iii) All costs and expenses (including without limitation,
legal, accounting, printing, mailing and filing fees) of the first such
registration effected under this Section 6(c) shall be borne by the Company,
except that the Holder(s) whose Registrable Securities are included in such
registration shall bear the fees of their own counsel and any underwriting
discounts or commissions applicable to the securities sold by them. All costs
and expenses of the second such registration effected under this Section 6(c)
shall be borne by the Holder(s) whose Registrable Securities are included in
such registration.
(iv) The Company shall cause each registration statement or
post-effective amendment filed pursuant to this Section 6(c) to remain current
under the Act (including the taking of such steps as are necessary to obtain the
removal of any stop order) for a period of at least six months (and for up to an
additional three months if requested by the Holder(s)) from the effective date
thereof, or until all the Registrable Securities included in such registration
have been sold, whichever is earlier.
(d) FURTHER RIGHTS. The registration rights provided by this
Section 6 may be exercised by the Holder either prior or subsequent to its
exercise of this Warrant. A 50% Holder may, at its option, request registration
pursuant to Section 6(b) and/or pursuant to Section 6(c), and its request for
registration under one such Section shall not affect its right to request
registration under the other. The registration rights provided by this
Section 6 shall supersede and be prior in right to any registration rights
granted by the Company to other holders of its outstanding securities.
(e) FURTHER OBLIGATIONS OF COMPANY. With respect to all
registrations under this Section 6, the Company shall: (i) supply prospectuses
and such other documents as the Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities;
(ii) use its best efforts to register and qualify the Registrable Securities for
sale in such states as the Holder designates (provided, however, that in no
event shall the Company be required to qualify as a foreign corporation or a
dealer in securities or to execute a general consent to service of process); and
(iii) do any and all other acts and things which may be necessary or desirable
to enable the Holder to consummate the public sale or other disposition of the
Registrable Securities.
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7. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. As used in this Section 7, the
term "Liabilities" shall mean any and all losses, claims, damages and
liabilities, and actions and proceedings in respect thereof, including without
limitation all reasonable costs of defense and investigation and all attorneys'
fees. Whenever pursuant to Section 6 a registration statement relating to any
Registrable Securities is filed under the Act, or amended or supplemented, the
Company shall indemnify and hold harmless each Holder of Registrable Securities
included in such registration statement, amendment or supplement (each, a
"Distributing Holder"), and each person (if any) who controls (within the
meaning of the Act) the Distributing Holder, and each underwriter (within the
meaning of the Act) of such Registrable Securities, and each person (if any) who
controls (within the meaning of the Act) any such underwriter, from and against
all Liabilities, joint or several, to which the Distributing Holder or any such
controlling person or underwriter may become subject, under the Act or
otherwise, insofar as such Liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any such
registration statement, or any preliminary prospectus or final prospectus
constituting a part thereof, or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company shall not be liable
in any such case to the extent that any such Liabilities arise out of or are
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, preliminary prospectus,
final prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished by such Distributing Holder or by
any other Distributing Holder for use in the preparation thereof. The foregoing
indemnity shall be in addition to any other liability which the Company may
otherwise have.
(b) INDEMNIFICATION BY HOLDER. The Distributing Holder(s) shall
indemnify and hold harmless the Company, and each of its directors, each nominee
(if any) named in any preliminary prospectus or final prospectus constituting a
part of such registration statement, each of its officers who have signed such
registration statement and such amendments or supplements thereto, and each
person (if any) who controls the Company (within the meaning of the Act) against
all Liabilities, joint or several, to which the Company or any such director,
nominee, officer or controlling person may become subject, under the Act or
otherwise, insofar as such Liabilities arise out of or are based upon any untrue
or alleged untrue statement of any material fact contained in such registration
statement, preliminary prospectus, final prospectus, or amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent that such Liabilities arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, preliminary prospectus, final prospectus or
amendment or supplement
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thereto in reliance upon and in conformity with written information furnished by
such Distributing Holder(s) for use in the preparation thereof. The foregoing
indemnity shall be in addition to any other liability which the Distributing
Holder(s) may otherwise have.
(c) PROCEDURE. Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) LIMITATION. Notwithstanding the foregoing, if the Registrable
Securities are to be distributed by means of an underwritten public offering, to
the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with such underwriting are
in conflict with the provisions of this Section 7, the provisions of such
underwriting agreement shall be controlling, provided that the Holder is a party
to such underwriting agreement.
8. ANTI-DILUTION. In the event that the outstanding Units, shares of
Class A Stock, shares of Class B Stock or Class A Warrants are at any time
increased or decreased in number, or changed into or exchanged for a different
number or kind of shares or other security of the Company or of another
corporation through reorganization, merger, consolidation, liquidation,
recapitalization or, in the case of Class A Stock or Class B Stock, stock split,
reverse split, combination of shares or stock dividends payable with respect to
such common stock, appropriate adjustments shall be made in the number and kind
of such securities then subject to this Warrant, and in the Exercise Price of
this Warrant, effective as of the date of such occurrence, so that the position
of the Holder upon exercise of this Warrant shall be the same as it would have
been had it owned immediately prior to the occurrence of such event the Units,
Class A Stock, Class B Stock and the Class A Warrants subject to this Warrant;
provided, however, that in no event shall two adjustments be made for the same
event. For example, if the Company declares a 2-for-1 stock dividend or stock
split, then the number of Units then subject to this Warrant shall be doubled,
the per Unit Exercise Price shall be reduced by 50 percent.
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9. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State.
10. AMENDMENT OR WAIVER. Any provision of this Warrant may be amended,
waived or modified upon the written consent of the Company and any 50% Holder;
provided, however, that such amendment, waiver or modification applies by its
terms to each Holder; and provided further, that a Holder may waive any of its
rights or the Company's obligations to such Holder without obtaining the consent
of any other Holder.
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IN WITNESS WHEREOF, NORTH ATLANTIC ACQUISITION CORP. has caused this
Warrant to be signed by its duly authorized officers under its corporate seal
and to be dated as of the date set forth on the first page hereof.
NORTH ATLANTIC ACQUISITION CORP.
________________________________________
David J. Mitchell
Chairman of the Board and
Chief Executive Officer
(Corporate Seal)
Attest:
________________________________
Secretary
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PURCHASE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)
The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, ________ Units (each Unit consisting of one share of the
Class A Common Stock, $.01 par value per share, of NORTH ATLANTIC ACQUISITION
CORP. (the "Company") and one Class A Common Stock Purchase Warrants of the
Company (each such Class A Warrant exercisable to purchase one share of Class A
Common Stock)) and/or ________ shares of Class B Exchangeable Common Stock, $.01
per share, of the Company (each such share exchangeable for two Units at the
time of a Business Combination), and (i) herewith makes payment of an aggregate
of $____________ therefor and/or (ii) pursuant to Section 1(c) of such Warrant
hereby tenders the right to exercise such Warrant to the extent of ________
Units and/or ________ shares of Class B Stock of the Company. The undersigned
requests that the certificates for any such Units and such shares of Class B
Stock be issued in the name(s) of, and delivered to, the person(s) whose name(s)
and address(es) are set forth below:
Dated: _____________________
___________________________________
___________________________________
Address
Signatures guaranteed by:
________________________________
Taxpayer Identification Number:
________________________________
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TRANSFER FORM
(TO BE SIGNED ONLY UPON TRANSFER OF WARRANT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto ___________________________________________ the right to purchase Units
(each comprised of one share of the Class A Common Stock, $.01 par value, of
NORTH ATLANTIC ACQUISITION CORP. (the "Company") and one Class A Common Stock
Purchase Warrant of the Company) and shares of Class B Exchangeable Common
Stock, $.01 par value, of the Company (each exchangeable for two Units at the
time of a Business Combination) of the Company represented by the foregoing
Warrant to the extent of _______ Units and _______ shares of Class B Stock, and
appoints ________________________ attorney to transfer such rights on the books
of the Company, with full power of substitution in the premises.
Dated: ________________________ ___________________________________
___________________________________
___________________________________
Address
Signatures guaranteed by:
________________________________
Taxpayer Identification Number:
________________________________
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