NUMBER

              U-__________

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              NAGAO
                GROUP HOLDINGS LIMITED

            	 


    

     

    CUSIP
      _________

    


    UNITS
      CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT TO PURCHASE ONE ORDINARY
      SHARE

    


    THIS
      CERTIFIES THAT
      _____________________________________________________________________________________
      

    is
      the
      owner of
      _________________________________________________________________________________________
      Units.

    


    Each
      Unit
      (“Unit”) consists of one (1) ordinary share, par value $0.001 per share
      (“Ordinary Shares”), of Nagao Group Holdings Limited, a Cayman Islands limited
      life exempted company (the “Company”), and one warrant (the “Warrant”). Each
      Warrant entitles the holder to purchase one (1) ordinary share for $5.50 per
      share (subject to adjustment). Each Warrant will become exercisable on the
      later
      of (i) the Company’s completion of a business combination and (ii) ___________,
      2008, and will expire unless exercised before 5:00 p.m., New York City Time,
      on
      ____________, 2011, or earlier upon redemption (the “Expiration Date”). The
      Ordinary Shares and Warrants comprising the Units represented by this
      certificate are not transferable separately prior to __________, 2007, subject
      to earlier separation in the discretion of EarlyBirdCapital, Inc. The terms
      of
      the Warrants are governed by a Warrant Agreement, dated as of _______, 2007,
      between the Company and Continental Stock Transfer & Trust Company, 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. Copies of the Warrant Agreement are on file at the office
      of
      the Warrant Agent at 17 Battery Place, New York, New York 10004, and are
      available to any Warrant holder on written request and without cost.


     

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

     

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

     

    
      	 	  	 
	
              By

            	  	
            
	
              
                

              

              Chairman
                of the Board

            	
              

            	
              
Secretary
	
            	  	
            




    
      
        
        

      

      
        
        

        
          

        

      

       

    


    Nagao
      Group Holdings Limited

     

    The
      Company will furnish without charge to each shareholder who so requests, a
      statement of the powers, designations, preferences and relative, participating,
      optional or other special rights of each class of shares or series thereof
      of
      the Company and the qualifications, limitations, or restrictions of such
      preferences and/or rights. 

     

    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 and
                not as tenants in common

            	 	
              
                under
                  Uniform Gifts to Minors

              

              Act
                ______________

               (State)

            


    

    


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

     

    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)

    ________________________________________________________________________________________

     

    ________________________________________________________________________________________

     

    ____________________________________________________________________________________________________ Units
      represented
      by the within Certificate, and do hereby irrevocably constitute and
      appoint

    


    _______________________________________________________________________________________________ Attorney
      to
      transfer the said Units on the books of the within named Company 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).