Specimen Unit Certificate for Units Consisting of Common Stock and Warrants – North American Insurance Leaders, Inc. and Cede & Co.

Contract Categories: Business Finance › Warrant Agreements
Summary

This certificate represents ownership of 12,500,000 units issued by North American Insurance Leaders, Inc. to Cede & Co. Each unit includes one share of common stock and one warrant to purchase an additional share at $6.00 per share. The shares and warrants cannot be traded separately until certain conditions are met, including the filing of a specific SEC report. Warrants become exercisable after the company completes its initial business combination or by March 2007, and expire in March 2010 unless exercised or redeemed earlier.

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EX-4.1 3 ex4-1_031506.txt SPECIMEN UNIT CERTIFICATE EXHIBIT 4.1 CUSIP No: 65687M 20 3 Unit No: 1 ISIN No: US65687M2035 SEE REVERSE FOR CERTAIN DEFINITIONS NORTH AMERICAN INSURANCE LEADERS, INC. -------------------------------------- Incorporated under the Laws of the State of Delaware UNIT(S) CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT CEDE & CO. (or its registered assigns) is the owner of TWELVE MILLION FIVE HUNDRED THOUSAND (12,500,000) unit(s) (each, a "Unit" and collectively, the "Units"). Each Unit consists of one (1) fully paid and nonassessable share, par value $0.0001 per share, of the common stock ("Share") of NORTH AMERICAN INSURANCE LEADERS, INC. (hereinafter and on the reverse hereof called the "Corporation"), and one (1) warrant to purchase one (1) Share of the Corporation for a purchase price of $6.00 per Share ("Warrant"). The Share(s) and the Warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until (x) five days after the earlier to occur of the expiration or termination of the underwriter's option to purchase additional Units to cover over-allotments or the exercise in full of such option and (y) the Corporation has filed with the Securities and Exchange Commission a Current Report on Form 8-K that includes an audited balance sheet reflecting the Corporation's receipt and disposition of the gross proceeds of the Corporation's initial public offering. The terms of the Warrant(s) are governed by a Warrant Agreement, dated as of March [o], 2006 between the Corporation and Mellon Investor Services LLC, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Each Warrant will become exercisable on the later of (i) the Corporation's completion of its initial Business Combination (as defined in the Warrant Agreement) or (ii) March [o], 2007, and will expire unless exercised before 5:00 P.M., New York time, on March [o], 2010, or earlier upon redemption. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 480 Washington Blvd., Jersey City, NJ 07310, and are available to any Warrant holder on written request and without cost. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this _____ day of March 2006. (SEAL) Countersigned and Registered: ------------------------------ Transfer Agent and Registrar Scott A. Levine Chairman of the Board By: ------------------------------ ------------------------------ Authorized Signatory William R. de Jonge President IMPORTANT NOTICE ---------------- The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the units represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors, to all of which the holder of this certificate by acceptance hereof assents. ---------------- The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ___________ Custodian _______________ TEN ENT - as tenants by the entireties (Custodian) (Minor) TEN ENT - as joint tenants with right Under Uniform Gifts to Minors Act of of survivorship and not as tenants in common ________________________________________ (State) Additional abbreviations may also be used though not in the above list.
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) ____________________________ (_______) Unit(s) of the Corporation represented by this Certificate and do hereby irrevocably constitute and appoint ______________ attorney to transfer the said Unit(s) 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).