Unassociated Document


    Subscription
      Agreement

    


    


    


    


    


    March
      2,
      2007

    


    To
      the
      Board of Directors of 

    Nagao
      Group Holdings Limited:

    


    Gentlemen:

    


    The
      undersigned hereby subscribes for and agrees to purchase _______ Warrants
      (“Insider Warrants”) at $1.10 per Insider Warrant, of Nagao Group Holdings
      Limited (the “Corporation”) for an aggregate purchase price of $________
      (“Purchase Price”). The purchase and issuance of the Insider Warrants shall
      occur simultaneously with the consummation of the Corporation’s initial public
      offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital,
      Inc. (“EBC”). The Insider Warrants will be sold to the undersigned on a private
      placement basis and not part of the IPO. 

     

    At
      least
      24 hours prior to the effective date of the registration statement filed in
      connection with the IPO (“Registration Statement”), the undersigned shall
      deliver the Purchase Price to Graubard Miller (“GM”) to hold in a non-interest
      bearing account until the Corporation consummates the IPO. Simultaneously with
      the consummation of the IPO, GM shall deposit the Purchase Price, without
      interest or deduction, into the trust fund (“Trust Fund”) established by the
      Corporation for the benefit of the Corporation’s public stockholders as
      described in the Corporation’s Registration Statement, pursuant to the terms of
      an Investment Management Trust Agreement to be entered into between the
      Corporation and Continental Stock Transfer & Trust Company. In the event
      that the IPO is not consummated within 14 days of the date the Purchase Price
      is
      delivered to GM, GM shall return the Purchase Price to the undersigned, without
      interest or deduction.

     

    The
      undersigned represents and warrants that he or she has been advised that the
      Insider Warrants have not been registered under the Securities Act; that he
      or
      she is acquiring the Insider Warrants for his or her account for investment
      purposes only; that he or she has no present intention of selling or otherwise
      disposing of the Insider Warrants in violation of the securities laws of the
      United States; that he or she is an “accredited investor” as defined by Rule 501
      of Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”); and that he or she is familiar with the proposed business,
      management, financial condition and affairs of the Corporation.

     

    Moreover,
      the undersigned agrees that he or she shall not sell or transfer the Insider
      Warrants or any underlying securities until after the Corporation consummates
      a
      merger, capital stock exchange, asset acquisition or other similar business
      combination with an operating business (“Business Combination”) and acknowledges
      that the certificates for such Insider Warrants shall contain a legend
      indicating such restriction on transferability. 

     

    The
      Corporation hereby acknowledges and agrees that, in the event the Corporation
      calls the Warrants for redemption pursuant to that certain Warrant Agreement
      to
      be entered into by the Corporation and Continental Stock Transfer & Trust
      Company in connection with the Corporation’s IPO, the Corporation shall allow
      the undersigned to exercise any Insider Warrants by surrendering such Warrants
      for that number of Ordinary Shares equal to the quotient obtained by dividing
      (x) the product of the number of Ordinary Shares underlying the Warrant,
      multiplied by the difference between the Warrant exercise price and the “Fair
      Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
      Value” shall mean the average reported last sale price of the Ordinary Shares
      for the 10 trading days ending on the third trading day prior to the date on
      which the notice of redemption is sent to holders of Warrants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      terms
      of this agreement and the restriction on transfers with respect to the Insider
      Warrants may not be amended without the prior written consent of
      EBC.

     

     

    
      	 	 	 	Very
              truly
              yours, 
	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              

            
	 	 	 	 


    

    
       

      
        	Agreed
                to: 	 	 	 
	
              	 	 	
              
	Nagao Group Holdings Limited 	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	 
	
                
                  

                

                Name:

              	 	 	
              
	
                Title:

              	 	 	 


      

      
         

        
          	 	 	 	 
	Graubard
                  Miller 	 	 	
                


        

        
           

          
            	 	 	 	 
	
                  	 	 	
                  


          

          
            	By: 	 	 	 
	
                    
                      

                    

                    Name:

                  	 	 	
                  
	
                    Title:

                  	 	 	 


            
               

              
                	 	 	 	 


              

              
                 

                
                  	EarlyBirdCapital, Inc. 	 	 	 
	 	 	 	 
	
                        	 	 	
                        


                  	By: 	 	 	 
	
                          
                            

                          

                          Name:
                            Steven Levine

                        	 	 	
                        
	
                          Title:
                            Managing Director