EXHIBIT 4.3
SPECIMEN WARRANT CERTIFICATE
NUMBER
_______-TONGXIN INTERNATIONAL LTD.
(SEE REVERSE SIDE FOR LEGEND)
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
EASTERN TIME, APRIL 18, 2010
TONGXIN INTERNATIONAL LTD.
CUSIP
WARRANT
THIS CERTIFIES THAT, for value received is the registered holder of a Warrant or
Warrants expiring April 18, 2010 (the "Warrant") to purchase one fully paid and
non-assessable share of Ordinary Stock, par value U.S. $.0001 per share
("Shares"), of TONGXIN INTERNATIONAL LTD., a British Virgin Islands company (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, 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 (such payment to be
made by check made payable to the Warrant Agent), but only subject to the
conditions set forth herein and in the Warrant Agreement between the Company and
the Warrant Agreement. 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
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
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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 Company 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 Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.
The Company 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 $8.50
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 Company by the end of the date specified in
the notice of call shall be canceled on the books of the Company and have no
further value except for the $.01 call price.
_____________________________ ______________________________________
Chairman of the Board Secretary
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 PRINT OR TYPE 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:
________________________________________________________________________________
(SIGNATURE)
(ADDRESS)
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS
For Value Received, ____________________ hereby sell, assign, and transfer unto
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to
________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint Attorney to transfer this Warrant Certificate on the
books of the Company, with full power of substitution in the premises.
Dated:
________________________________________________________________________________
(SIGNATURE)
THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.
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