INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of _____________, 2007 by and between Nagao Group Holdings
      Limited (the “Company”) and Continental Stock Transfer & Trust Company
      (“Trustee”).

    


    WHEREAS,
      the Company’s registration statement on Form F-1, No. 333-______
      (“Registration Statement”), for its initial public offering of securities
      (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by
      the Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement); and 

    


    WHEREAS,
      EarlyBirdCapital, Inc. (“EBC”) is acting as the representative of the
      underwriters in the IPO; and

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Memorandum and Articles of Association, $72,600,000 of the gross proceeds of
      the
      IPO and sale of the Insider Warrants (as defined in the Registration Statement)
      ($83,343,750 if the underwriters over-allotment option is exercised in full)
      will be delivered to the Trustee to be deposited and held in a trust account
      for
      the benefit of the Company and the holders of the Company’s ordinary shares, par
      value $0.001 per share, issued in the IPO as hereinafter provided and in the
      event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
      of
      the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto
      and made a part hereof (the amount to be delivered to the Trustee will be
      referred to herein as the “Property”; the shareholders for whose benefit the
      Trustee shall hold the Property will be referred to as the “Public
      Shareholders,” and the Public Shareholders and the Company will be referred to
      together as the “Beneficiaries”); and 

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    IT
      IS
      AGREED:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

    


    (a) Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
      in a segregated trust account (“Trust Account”) established by the
      Trustee; 

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

    


    (e) Notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of its tax returns;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company to do
      so;

    


    (h) Render
      to
      the Company and to EBC, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account;

    


    (i) If
      there
      is any income or other tax obligation relating to the Company, then, from time
      to time, at the written instruction of the Company in a form substantially
      similar to that attached hereto as Exhibit A, the Trustee shall promptly, to
      the
      extent there is not sufficient cash in the Trust Account to pay such tax
      obligation, liquidate such assets held in the Trust Account as shall be
      designated by the Company in writing, and disburse to the Company by wire
      transfer, out of the Property in the Trust Account, the amount indicated by
      the
      Company as owing in respect of such tax obligation;

    


    (j) Commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (“Termination Letter”), in a
      form substantially similar to that attached hereto as either Exhibit B or
      Exhibit C hereto, signed on behalf of the Company by its President or Chairman
      of the Board and Secretary or Assistant Secretary and affirmed by counsel for
      the Company, and complete the liquidation of the Trust Account and distribute
      the Property in the Trust Account only as directed in the Termination Letter
      and
      the other documents referred to therein; provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      24-month anniversary of the effective date of the Registration Statement (“Last
      Date”), the Trust Account shall be liquidated in accordance with the procedures
      set forth in the Termination Letter attached as Exhibit B hereto and distributed
      to the shareholders of record on the Last Date. In all cases, the Trustee shall
      provide EBC with a copy of any Termination Letters and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. The provisions of this Section
      1(j) may not be modified, amended or deleted under any
      circumstances;

     

    
      
        
        

      

      
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    (k)
      Upon
      one or more written requests from the Company, which may be given not more
      than
      once in any calendar month period in a form substantially similar to that
      attached hereto as Exhibit D, the Trustee shall distribute to the Company
      interest earned on the Trust Account, net of taxes payable, up to a maximum
      of
      $1,150,000 to cover expenses related to investigating and selecting a target
      business and other working capital requirements. The distributions requested
      by
      the Company may be for any amount, provided that (i) in the aggregate, all
      distributions under this Section 1(k) may not exceed $1,150,000 and (ii) that
      such distributions may only be made from income collected on the Property;
      and

     

    (l)
      Permit or effect no distribution from the Trust Account except in accordance
      with Sections 1(i), 1(j) and 1(k).

    


    2. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s
      Chairman of the Board or President. In addition, except with respect to its
      duties under paragraph 1(i) and 1(k) above, the Trustee shall be entitled to
      rely on, and shall be protected in relying on, any verbal or telephonic advice
      or instruction which it in good faith believes to be given by any one of the
      persons authorized above to give written instructions, provided that the Company
      shall promptly confirm such instructions in writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee's
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
      right to conduct and manage the defense against such Indemnified Claim,
      provided, that the Trustee shall obtain the consent of the Company with respect
      to the selection of counsel, which consent shall not be unreasonably withheld.
      The Trustee may not agree to settle any Indemnified Claim without the prior
      written consent of the Company unless such settlement includes a full release
      of
      the Company with respect to such Indemnified Claim. The Company may participate
      in such action with its own counsel; 

    


    (c) Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Sections 1(i) and 1(k) as set forth
      on Schedule A hereto, which fees shall be subject to modification by the parties
      from time to time. It is expressly understood that the Property shall not be
      used to pay such fees and further agreed that said transaction processing fees
      shall be paid by the Company from the disbursements made to it pursuant to
      Section 1(k). The Company shall pay the Trustee the initial acceptance fee
      and
      first year’s fee at the consummation of the IPO and shall thereafter pay the
      annual fee on the anniversary of the Effective Date. The Trustee shall refund
      to
      the Company the fee (on a pro rata basis) with respect to any period after
      the
      liquidation of the Trust Fund. The Company shall not be responsible for any
      other fees or charges of the Trustee except as set forth in this Section 2(c)
      and as may be provided in Section 2(b) hereof (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such Section);

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (d) Not,
      nor
      authorize the Trustee to, use the Property, or income earned on the Property,
      to
      pay any taxes except in the event that the Property, or a portion thereof,
      is
      released to the Company: (i) in accordance with Section 1(j) above or (ii)
      in
      accordance with Section 1(i) hereof if and only if the Trustee receives a
      Termination Letter in the form of Exhibit A attached hereto; and

    


    (e) In
      connection with any vote of the Company’s shareholders regarding a Business
      Combination, provide to the Trustee an affidavit or certificate of a firm
      regularly engaged in the business of soliciting proxies and/or tabulating
      shareholder votes (which firm may be the Trustee) verifying the vote of the
      Company’s shareholders regarding such Business Combination.

    


    3. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in paragraph 1
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received instructions from the
      Company given as provided herein to do so and the Company shall have advanced
      or
      guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company to give instructions
      hereunder shall not be continuing unless provided otherwise in such designation,
      or unless the Company shall have delivered a written revocation of such
      authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement; and

    


    (h) Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that, as
      set
      forth in Section 1(i), if there is any tax obligation relating to the Company,
      then, at the written instruction of the Company, the Trustee shall disburse
      to
      the Company the amount indicated by the Company as owing is respect of such
      tax
      obligation. 

    


    (i) Verify
      calculations, qualify or otherwise approve Company requests for distributions
      pursuant to Section 1(i) or 1(k).

    


    4. Certain
      Rights Of Trustee.
      

     

    (a) Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officer’s
      Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance thereon.
      

     

    (b) The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due care.


     

    (c) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement. 

     

    (d) The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement; it shall not be accountable for the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee may have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, including, without limitation, under Section 3(b), the Trustee
      will pursue such claim solely against the Company and not against the Property
      held in the Trust Account.


    


    6. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided, however, that, in the event
      that the Company does not locate a successor trustee within ninety days of
      receipt of the resignation notice from the Trustee, the Trustee may submit
      an
      application to have the Property deposited with any court in the State of New
      York or with the United States District Court for the Southern District of
      New
      York and upon such deposit, the Trustee shall be immune from any liability
      whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of paragraph 1(j) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Paragraph 2(b).

    


    7. Miscellaneous.

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit C. The Company and the Trustee will
      each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party
      immediately if it has reason to believe unauthorized persons may have obtained
      access to such information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee will rely upon account numbers or other
      identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
      rather than names. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      number, provided it has accurately transmitted the numbers
      provided.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (b) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. It may be executed in several original or facsimile
      counterparts, each one of which shall constitute an original, and together
      shall
      constitute but one instrument.

    


    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(j) (which may
      not be amended under any circumstances), this Agreement or any provision hereof
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided, however, that no such change, amendment or
      modification may be made without the prior written consent of EBC. As to any
      claim, cross-claim or counterclaim in any way relating to this Agreement, each
      party waives the right to trial by jury.

    


    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the City of New York, Borough of Manhattan, for purposes of
      resolving any disputes hereunder.

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

     

    
      	 	 	 	
              Nagao
                Group Holdings Limited

            


    

    12B,
      Lippo Leighton Tower

    103
      Leighton Road

    Causeway
      Bay, Hong Kong

    Attn: Katherine
      Loh, Chief Executive Officer

    Fax
      No.:
(852)
      2232 6101

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    in
      either
      case with a copy to:

    


    EarlyBirdCapital,
      Inc. 

    275
      Madison Avenue, Suite 1203

    New
      York,
      New York 10016

    Attn: David
      M.
      Nussbaum

    Fax
      No.:
      (212) 269-3796

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    (h) Each
      of
      the Company and the Trustee hereby acknowledge that EBC is a third party
      beneficiary of this Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY, as Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            



      	
            	 	 
	 	
              
                NAGAO
                  GROUP HOLDINGS LIMITED

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    SCHEDULE
      A

    


    Schedule
      of fees pursuant to Section 2(c) of Investment Management Trust
      Agreement

    Between
      Nagao Group Holdings Limited and Continental Stock Transfer & Trust
      Company

    

      
        	
                Fee
                  Item

              	 	
                Time
                  and method of payment 

              	 	
                Amount

              	 
	
                Initial
                  acceptance fee

              	 	Initial
                closing of IPO by wire transfer 	 	
                $

              	
                1,000

              	 
	 	 	 	 	 	 	 
	
                Annual
                  fee

              	 	
                First
                  year, initial closing of IPO by wire transfer; thereafter on the
                  anniversary of the effective date of the IPO by wire transfer or
                  check

              	 	
                $

              	
                3,000

              	 
	 	 	 	 	 	 	 
	
                Transaction
                  processing fee for disbursements to Company under Sections 1(i)
                  and 1(k)

              	 	
                Deduction
                  by Trustee from disbursement made to Company under Section 1(k)

              	
                 

              	
                $

              	
                250

              	 


      

    

     

    Agreed:

     

    Dated:
      _____, 2007

     

    
      	
              NAGAO
                GROUP HOLDINGS LIMITED

            	 	 	 
	 	 	 	 
	By: 	 	 	
            
	
              
                

              

              Name:

            	 	 	
            
	
              Title:

            	 	 	
            


    

    


    
      	
              
                CONTINENTAL
                  STOCK TRANSFER & TRUST CO.

              

            	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                

              

              Name:

            	 	 	
            
	
              Title:
                Authorized Officer

            




    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A


    


    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      

     

    Re: Trust
      Account No. 530- 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Nagao
      Group Holdings Limited (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”),
this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $_______ of the Property as of the date hereof. The Company needs such funds
      pay
      its tax obligations. In accordance with the terms of the Trust Agreement, you
      are hereby directed and authorized to transfer (via wire transfer) such funds
      promptly upon your receipt of this letter to the Company’s operating account
      at:

    


    [WIRE
      INSTRUCTION INFORMATION]

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              Nagao
                Group Holdings Limited

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

            
	 	 	 
	 	By:  	 
	 	
              

            
	 	
            


    

     

    cc:
      EarlyBirdCapital, Inc.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    [Letterhead
      of Company]

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven Nelson

    


    Re: Trust
      Account No. 530- Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Nagao
      Group Holdings Limited (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of __________, 2007 (“Trust Agreement”), this is
      to advise you that the Company has entered into an agreement (“Business
      Agreement”) with __________________ (“Target Business”) to consummate a business
      combination with Target Business (“Business Combination”) on or about
[insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (“Consummation Date”).

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

    


    On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
      have
      been met, and (ii) the Company shall deliver to you (a) [an affidavit] [a
      certificate] of __________________, which verifies the vote of the Company’s
      shareholders in connection with the Business Combination and (b) written
      instructions with respect to the transfer of the funds held in the Trust Account
      (“Instruction Letter”). You are hereby directed and authorized to transfer the
      funds held in the Trust Account immediately upon your receipt of the counsel's
      letter and the Instruction Letter, in accordance with the terms of the
      Instruction Letter. In the event that certain deposits held in the Trust Account
      may not be liquidated by the Consummation Date without penalty, you will notify
      the Company of the same and the Company shall direct you as to whether such
      funds should remain in the Trust Account and distributed after the Consummation
      Date to the Company. Upon the distribution of all the funds in the Trust Account
      pursuant to the terms hereof, the Trust Agreement shall be
      terminated.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.


    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              NAGAO
                GROUP HOLDINGS LIMITED 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    


    
      	
            	 	 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    


    cc:
      EarlyBirdCapital, Inc.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C


    


    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      

    


    Re: Trust
      Account No. 530- Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Nagao
      Group Holdings Limited(“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”),
this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Memorandum and Articles of Association, as described in the Company’s prospectus
      relating to its IPO.

    


    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Statute have been met and (b) authorize you, to commence liquidation of the
      Trust Account as promptly as practicable to shareholders of record on the Last
      Date (as defined in the Trust Agreement). You will notify the Company in writing
      as to when all of the funds in the Trust Account will be available for immediate
      transfer (“Transfer Date”) in accordance with the terms of the Trust Agreement
      and the Memorandum and Articles of Association of the Company. You shall
      commence distribution of such funds directly to the Company’s shareholders
      (other than with respect to the “initial shares,” as defined in the Company’s
      Prospectus dated _________, 2007) in accordance with the terms of the Trust
      Agreement and the Memorandum and Articles of Association of the Company and
      you
      shall oversee the distribution of the funds. Upon the distribution of all the
      funds in the Trust Account, your obligations under the Trust Agreement shall
      be
      terminated.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              NAGAO
                GROUP HOLDINGS LIMITED

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            



      	
            	 	 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

    cc:
      EarlyBirdCapital, Inc. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

    


    [Letterhead
      of Company]

    


    [Insert
      date]

     

    Continental
      Stock Transfer

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      


    


    Re: Trust
      Account No. 530- 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Nagao
      Group Holdings Limited (“Company”) and Continental Stock Transfer & Trust
      Company (“Trustee”), dated as of ___________, 2007 (“Trust Agreement”),
this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $_______ of the income earned on the Property as of the date hereof. The Company
      needs such funds to cover its expenses relating to investigating and selecting
      a
      target business, taxes and other working capital requirements. In accordance
      with the terms of the Trust Agreement, you are hereby directed and authorized
      to
      transfer (via wire transfer) such funds promptly upon your receipt of this
      letter to the Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              Nagao
                Group Holdings Limited 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            



      	
            	 	 
	
            	By:  	
            
	 	
              

            
	 


    

    cc:
      EarlyBirdCapital, Inc.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    
 

    
      
        	
                AUTHORIZED
                  INDIVIDUAL(S)
                  FOR TELEPHONE CALL BACK

              	 	
                AUTHORIZED
                  TELEPHONE NUMBER(S)

              
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Nagao
                  Group Holdings Limited

              	 	 
	
                12B,
                  Lippo Leighton Tower

              	 	 
	
                103
                  Leighton Road

              	 	 
	
                Causeway
                  Bay, Hong Kong

              	 	 
	
                Attn:
                  Katherine Loh, Chief Executive Officer

              	 	
                (852)
                  2232 6100

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                Continental
                  Stock Transfer 

              	 	 
	
                &
                  Trust Company

              	 	 
	
                17
                  Battery Place

              	 	 
	
                New
                  York, New York 10004

              	 	 
	
                Attn:
                  Steven G. Nelson, Chairman

              	 	
                (212)
                  845-3200

              


      

    

     

    
      
        
        

      

      
        8