Unassociated Document


    

      
        	
                NUMBER

              	 	
                SHARES

              	 


      

    

     

    
      ______C

       

      NAGAO
        GROUP HOLDINGS LIMITED

       

      INCORPORATED
        UNDER THE LAWS OF THE CAYMAN ISLANDS

       

      ORDINARY
        SHARES

      SEE
        REVERSE FOR

      CERTAIN
        DEFINITIONS

       

       

      This
        Certifies that                                           CUSIP
        ________

       

       

      is
        the owner of

       

       

      FULLY
        PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.001 EACH
        OF

       

      NAGAO
        GROUP HOLDINGS LIMITED

       

      transferable
        on the books of the Corporation in person or by duly authorized attorney
        upon
        surrender of this certificate properly endorsed. 

       

      The
        Corporation will be forced to liquidate if it is unable to complete a business
        combination by __________, 2009 [24 months from the consummation of its initial
        public offering], all as more fully described in the Corporation’s final
        prospectus dated ________, 2007

       

      This
        certificate is not valid unless countersigned by the Transfer Agent and
        registered by the Registrar.

       

      Witness
        the facsimile seal of the Corporation and the facsimile signatures of its
        duly
        authorized officers.

      
         

        Dated:

      

      

        
          	
                  
                    
CHAIRMAN

                	
                  
 	
                  
                    

                  

                  SECRETARY

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        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                                                                         (Cust)
                   
          (Minor)

        JT
          TEN -
 as
          joint
          tenants with right of survivorship                                  
              under Uniform Gifts to Minors

         
          and not as tenants in common                               
              Act ______________

                                                                                                                                                            (State)

        


        Additional
          Abbreviations may also be used though not in the above list.

         

        Nagao
          Group Holdings Limited

         

        The
          Corporation will furnish without
          charge to each shareholder who so requests the powers, designations, preferences
          and relative, participating, optional or other special rights of each class
          of
          shares or series thereof of the Corporation and the qualifications, limitations,
          or restrictions of such preferences and/or rights. This certificate and
          the
          shares represented thereby 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 providing for the issue Preferred
          Shares
          (copies of which may be obtained from the secretary of the Corporation),
          to all
          of which the holder of this certificate by acceptance hereof
          assents.

        
           

          For
            value received, ___________________________ hereby sell, assign and transfer
            unto

        

      

    

     

    

      PLEASE
        INSERT SOCIAL SECURITY OR OTHER

             
        IDENTIFYING NUMBER OF ASSIGNEE

      
         

      

    

    
      
        	 


      

    

    


    
      	 
	
              (PLEASE
                PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
                ASSIGNEE)

            
	 
	 
	 	
              shares

            


    

     

    
      
        	
                of
                  the share capital represented by the within Certificate, and do
                  hereby
                  irrevocably constitute and appoint

              
	 	
                Attorney

              
	
                to
                  transfer the said shares on the books of the within named Corporation
                  will
                  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).

              	 


      

    

     

    
      The
        holder of this certificate shall be entitled to receive funds from the trust
        fund only in the event of the Company’s liquidation upon failure to consummate a
        business combination or if the holder seeks to convert his respective shares
        into cash upon a business combination which he voted against and which is
        actually completed by the Company. In no other circumstances shall the holder
        have any right or interest of any kind in or to the trust fund.