exv10w2






Exhibit 10.2








SPONSOR UNIT PURCHASE AGREEMENT












     This SPONSOR UNIT PURCHASE AGREEMENT, dated as of
July,       2008 (this
“Agreement”), is entered into by and between Sidhu Special Purpose Capital Corp., a
Delaware corporation (the “Company”), and WNH Holdings, LLC, a Pennsylvania limited
liability company (the “Sponsor”).











     WHEREAS, the Company has
filed a registration statement (the “Registration
Statement”) on Form S-1 (No. 333-149504) under the Securities Act of 1933, as amended (the “Securities
Act”) with the Securities and Exchange Commission (the “SEC”) in connection with a
proposed initial public offering (the “Initial Public Offering”) of the Company’s units
(“Units”), each consisting of one share of common stock of the Company, par value $.0001
per share (“Common Stock”), and one warrant to purchase one additional share of Common
Stock for $6.50 (a “Sponsor Warrant”), subject to the terms and conditions set forth in the
Registration Statement; and











     WHEREAS, the
Company desires to issue and sell, and the Sponsor desires to purchase an
aggregate of 425,200 Sponsor Units (as defined below) immediately prior to the consummation of the Initial Public Offering;







     NOW, THEREFORE, for and in consideration of the promises and mutual covenants set forth
herein, the parties hereto agree as follows:







     1. Purchase,
Sale and Issuance of the Sponsor Units. Subject to and immediately
prior to the consummation of the Initial Public Offering, the Company shall issue and sell to the
Sponsor, and the Sponsor shall purchase from the Company, an aggregate of 425,200 Units (the “Sponsor
Units”) at a purchase price of $10.00 per Sponsor Unit (the “Per Sponsor Unit
Price”) for an aggregate purchase price of $4,252,000 (the “Sponsor Units Purchase
Price”). The terms of the Sponsor Warrants are set forth in the Warrant Agreement (the
“Warrant Agreement”) between the Company and the warrant agent, the form of which is
attached hereto as Exhibit A.











     2. Delivery of the Sponsor
Units Purchase Price. Upon execution of this Agreement,
the Sponsor irrevocably commits to deliver into a trust account (the “Trust Account”) at
Mellon Bank, N.A., maintained by Mellon Bank, N.A., acting as trustee (the
“Trustee”), on the date of the closing of the Initial Public Offering (the
“Closing”) the Sponsor Units Purchase Price by wire transfer of immediately available
funds











     3. Closing of Purchase and
Sale of Sponsor Units. The Closing shall take place at
the offices of Stevens & Lee, immediately prior to, and shall be subject to, the consummation of
the Initial Public Offering. At the Closing, the Company shall deliver to the Sponsor one or more
certificates evidencing the Sponsor Units, registered in the Sponsor’s name or such name as the Sponsor directs in
writing, upon the payment of the aggregate purchase price therefor in immediately available funds
by delivery of a cashiers check or by wire transfer to an account designated by the Company.







     4. Registration Rights. At or prior to the consummation of the Initial Public
Offering, the Company and the Sponsor shall enter into a registration rights agreement pursuant



 









 







to which the Company will grant certain registration rights to the Sponsor relating to the
Sponsor Warrants and the Common Stock issuable upon exercise of the Sponsor Warrants.







     5. Company Representations and
Warranties. In connection with the issuance and sale
of the Sponsor Units, the Company hereby represents and warrants to the Sponsor the following:







          (a) Organization and Corporate Power. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware, and the Company has
all necessary corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby.




          (b) Authorization; Enforceability. All corporate action necessary to be taken by the
Company to authorize the execution, delivery and performance of this Agreement and all other
agreements and instruments delivered by the Company in connection with the transactions
contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and
delivered by the Company. This Agreement constitutes the valid, binding and enforceable obligation
of the Company, enforceable in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar
laws of general application now or hereafter in effect affecting the rights and remedies of
creditors and by general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).








          (c) No
Conflicts; No Violation. The issuance and sale by the Company of the Sponsor
Units does not conflict with the certificate of incorporation or by-laws of the Company or any
material contract by which the Company or its property is bound, or any federal or state laws or
regulations or decree, ruling or judgment of any United States or state court applicable to the
Company or its property.








          (d) Title to Securities. Upon issuance in accordance with, and payment pursuant to,
the terms of this Agreement and the Warrant Agreement, the Common Stock issuable upon exercise of
the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Sponsor will have good title to the Sponsor Warrants and the Common Stock issuable upon exercise of
such Sponsor Warrants, free and clear of all liens, claims, equities and encumbrances of any kind,
other than transfer restrictions hereunder and under the other agreements contemplated hereby.








     6. Sponsor Representations and
Warranties. In connection with the purchase of the
Sponsor Units, the Sponsor hereby represents and warrants to the Company the following:







          (a) Investment Representations.









          (i) The Sponsor is familiar with the Company’s business plans and financial condition
and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Sponsor Units.







2









 






          (ii)
The Sponsor has been afforded the opportunity to ask questions of the executive
officers and directors of the Company.








          
(iii) The Sponsor understands that its investment in the Sponsor Units involves a
high degree of risk.












          (iv) The Sponsor has sought such accounting, legal and tax advice as the Sponsor has
considered necessary to make an informed investment decision with respect to the Sponsor’s
purchase of the Sponsor Units.












          (v) The Sponsor has such knowledge and expertise in financial and business matters,
knows of the high degree of risk associated with investments generally and particularly
investments in the securities of companies in the development stage such as the Company, is
capable of evaluating the merits and risks of an investment in the Sponsor Units, and is
able to bear the economic risk of an investment in the Sponsor Units in the amount
contemplated hereunder.












          (vi) The Sponsor understands that there presently is no public market for the Sponsor
Units and none is anticipated to develop in the foreseeable future.












          (vii) The Sponsor has adequate means of providing for its current financial needs and
contingencies and will have no current or anticipated future needs for liquidity that would
be jeopardized by the investment in the Sponsor Units to be purchased by the Sponsor.
The Sponsor can afford a complete loss of its investment in such Sponsor Units.












          
(viii) The Sponsor is purchasing the Sponsor Units for investment for the Sponsor’s
own account only and not with a view to, or for resale in connection with, any
“distribution” thereof within the meaning of the Securities Act.












          
(ix) The Sponsor understands that the Sponsor Units have not been registered under
the Securities Act or any state securities law by reason of a specific exemption therefrom,
and that the Company is relying on the truth and accuracy of, and the Sponsor’s compliance
with, the representations and warranties and agreements of the Sponsor set forth herein to
determine the availability of such exemptions and the eligibility of the Sponsor to acquire
such Sponsor Units, including, but not limited to, the bona fide nature of the Sponsor’s
investment intent as expressed herein.












          (x)
The Sponsor further acknowledges and understands that the Sponsor Units must be
held indefinitely unless the Sponsor Units are subsequently registered under the
Securities Act or an exemption from such registration is available.












          (xi)
The Sponsor understands that the certificates evidencing the Sponsor Units will
be imprinted with a legend that prohibits the transfer of the Sponsor Units unless the
Sponsor Units are registered or such registration is not required in the opinion of
counsel for the Company.







3









 






          (xii) The Sponsor represents that the Sponsor is an “accredited investor” as that term
is defined in Rule 501 of Regulation D promulgated under the Securities Act.




          (xiii) The Sponsor did not enter into this Agreement as a result of any general
solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act.








          (xiv) The Sponsor understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any recommendation or
endorsement of the Sponsor Units or the fairness or suitability of the investment in the
Sponsor Units, nor have such authorities passed upon or endorsed the merits of the
offering of the Sponsor Units.







          (b) Organization and Corporate Power. The Sponsor is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Pennsylvania. The
Sponsor has all necessary limited liability company power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.








          (c)
Independent Investigation. The Sponsor, in making the decision to purchase the
Sponsor Units, has relied upon an independent investigation of the Company and has not relied
upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other
representatives or agents of the Company, other than as set forth in this Agreement. The Sponsor
is familiar with the business, operations and financial condition of the Company and has had an
opportunity to ask questions of, and receive answers from, the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Sponsor Units to be
purchased by the Sponsor and has had full access to such other information concerning the Company
as the Sponsor has requested.












          (d) Rule 144 Acknowledgments. The Sponsor is aware of the adoption of Rule 144 by the
SEC under the Securities Act (“Rule 144”), which permits limited public resale of
securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions.
The Sponsor understands that the Sponsor Units to be purchased by the Sponsor are “restricted
securities” as that term is defined in Rule 144 and that the Sponsor Units to be purchased by
the Sponsor must be held indefinitely by the Sponsor unless they are subsequently registered under
the Securities Act or an exemption from such registration, such as Rule 144, is available.
Notwithstanding the foregoing, the Sponsor acknowledges that the
Company is a “shell company” and may rely on Rule 144 for the resale of the Sponsor Units only when:
(i) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company,
 (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), (iii) the issuer of the securities has filed all Exchange Act reports and material
required to be filed during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials), other than
 current reports on Form 8-K, and (iv) at least one year has elapsed from the time the issuer has filed current Form 10 equivalent information with the SEC reflecting
 its status as an entity that is not a shell company.








          (e) Authorization; Enforceability. All limited liability company action necessary to
be taken by the Sponsor to authorize the execution, delivery and performance of this





4












 




Agreement and all other agreements and instruments delivered by the Sponsor in connection with
the transactions contemplated hereby has been duly and validly taken, and this Agreement has been
duly executed and delivered by the Sponsor. This Agreement constitutes the valid, binding and
enforceable obligation of the Sponsor, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or hereafter in effect affecting the
rights and remedies of creditors and by general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).








    
      (f) No Conflicts; No Violation. The purchase by the Sponsor of the Sponsor Units
does not conflict with the organizational documents of the Sponsor or with any material contract,
by which the Sponsor or its property is bound, or any laws or regulations or decree, ruling or
judgment of any court applicable to the Sponsor or its property.












          (g) Reliance on Representations and Warranties. The Sponsor understands that the
Sponsor Units to be purchased by the Sponsor are being offered and sold to the Sponsor in
reliance on exemptions from the registration requirements under the Securities Act, and analogous
provisions in the laws and regulations of various states, and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Sponsor set forth in this Agreement in order to determine the applicability
of such provisions.








          (h) No Advertisements. The Sponsor did not decide to enter into this Agreement as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.




          (i) Blank Check Company Status. The Sponsor understands that the Company is a blank
check development stage company recently formed for the purposes of consummating a Business
Combination and understands that there is no assurance as to the future performance of the Company
and that the Company may never effectuate a Business Combination.




          (j) No Legal Advice from Company. The Sponsor acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this Agreement and the
other agreements entered into between the parties hereto with the Sponsor’s legal counsel and
investment and tax advisors. Except for any statements or representations of the Company made in
this Agreement and the other agreements entered into between the parties hereto, the Sponsor is
relying solely on such counsel and advisors and not on any statements or representations of the
Company or any of its representatives or agents for legal, tax or investment advice with respect to
this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.








          (k) Legend. The Sponsor acknowledges and agrees that the certificates evidencing the
Sponsor Units to be purchased by the Sponsor shall bear restrictive legends, in the form and
substance as set forth in Section 7 hereof, prohibiting the offer, sale, pledge or transfer of the
securities, except (a) pursuant to an effective registration statement filed under the








5









 







Securities Act, or (b) pursuant to any other exemption from the registration requirements of
the Securities Act.




     7. Legends; Denominations.







          (a) Legend. The Company will issue the Sponsor Units to be purchased by the
Sponsor in the name of the Sponsor and in such denominations to be specified by the Sponsor prior
to the Closing. The Sponsor Units will bear legends in substantially the following forms and
appropriate “stop transfer” instructions:









          (i) “The securities represented by this Certificate have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”). The securities may not be sold,
offered for sale, pledged or hypothecated in the absence of an effective registration
statement as to the securities under the Securities Act or an opinion of counsel
satisfactory to the Company that registration is not required.”








          (ii) “The securities represented
by this Unit Certificate (including the securities comprising the Unit and
issuable upon the exercise of the Warrants) are subject to the terms and conditions,
including certain restrictions on transfer, set forth in the Warrant Agreement dated as of
                    ,
2008 (the “Warrant Agreement”) by and between the Company and Mellon Investor Services LLC as
the warrant agent (the “Warrant Agent”).








          (iii) Any legend required by the Securities Escrow Agreement, by and between the
Sponsor, the Company and the escrow agent.




          (iv) Any legend required by state or blue sky laws or regulations.







          (b) Sponsor’s Compliance. Nothing in this Section 7 shall affect in any way the
Sponsor’s obligations and agreement to comply with all applicable securities laws upon resale of
the Sponsor Units purchased by the Sponsor.












          (c) Company’s Refusal to Register Transfer of Sponsor Units. The Company shall
refuse to register any transfer of the Sponsor Units if, in the sole judgment of the Company,
such purported transfer would not be made (a) pursuant to an effective registration statement filed
under the Securities Act, or (b) pursuant to an available exemption, if any, from the registration
requirements of the Securities Act.












     8. Escrow. Upon consummation of the Initial Public Offering, the Sponsor shall enter
into a securities escrow agreement substantially in the form attached hereto as Exhibit B (the
“Securities Escrow Agreement”), whereby the Sponsor Units shall be held in escrow until
the consummation of a Business Combination.







     9. Forfeiture of Sponsor Warrants.







          (a) Failure to Consummate Business Combination. All of the Sponsor Units initially
shall be subject to forfeiture to the Company in accordance with this Section 9. The Sponsor
Units shall be forfeited to the Company in the event that the Company does not








6









 











consummate a Business Combination within 24 months after the closing of the Initial Public
Offering (or up to 30 months if the Company’s public stockholders approve an extension). As used
in this Agreement, a “Business Combination” shall mean the Company’s initial business combination,
through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination, with one or more currently unidentified domestic or
international operating businesses, together having a fair market value of at least 200% of the
Company’s net assets held in trust (net of taxes and up to $2,400,000 of interest earned on the
trust account that is permitted to be disbursed to the Company for working capital purposes and
excluding the amount of the underwriter’s deferred discount held in trust) at the time of the
business combination.












          (b) Termination of Rights. If the Sponsor Units are forfeited in accordance with
this Section 9, then after such time the Sponsor (or its respective successor in interest), shall
no longer have any rights as holders of such Sponsor Units, and the Company shall take such
action as is appropriate to cancel such Sponsor Units. The Sponsor hereby irrevocably grants
the Company a limited power of attorney for the purposes of effectuating the foregoing.








     10. Survival. All of the representations, warranties, covenants and agreements
contained herein shall survive the Closing Date.







     11. Assignment. Notwithstanding anything herein to the contrary, from the date hereof
until the Closing, the Sponsor may assign to any of its affiliates (collectively, the
“Permitted Assignees”), the right to purchase any portion of the Sponsor Units (the
“Assigned Sponsor Units”). In the event of such an assignment, such Permitted Assignees
will assume the Sponsor’s obligations under this Agreement in regard to the Assigned Sponsor
Units. Each Permitted Assignee will pay to the Company at the Closing an amount equal to the
product of the Per Sponsor Units Price and the number of Assigned Sponsor Units to be
purchased by such Permitted Assignee, and will be bound by the restrictions imposed on the Sponsor
Units by this Agreement. Each Permitted Assignee will execute a counterpart signature page to
this Agreement, agreeing to be bound by the provisions of this Agreement. At the Closing, the
Company will deliver to such Permitted Assignees one or more certificates representing the Assigned
Sponsor Units.







     12. Transfer and Redemption Restrictions.



          (a) Transfer Restrictions.









          (i) Except as otherwise permitted by Section 11 hereof, the Sponsor shall not sell,
offer to sell, contract or agree to sell, assign, hypothecate, pledge, donate, encumber,
grant any option to purchase or otherwise dispose of any interest in the Sponsor Units
until after the consummation of the Business Combination (the “Lockup
Period”).








          (ii) The Sponsor hereby acknowledges and agrees to be bound by the transfer
restrictions set forth in the Warrant Agreement.



7









 










          (iii) Notwithstanding the foregoing, the Sponsor may transfer any of the Sponsor
Units to a member of the immediate family of any of the Sponsor’s members for
estate planning purposes or to a trust, the beneficiary of which is any of the Sponsor’s
members or a member of the immediate family of any of the Sponsor’s members; provided,
however, that transfers permitted by this Section 12(a)(iii) may be implemented only upon
the respective transferee’s written agreement to be bound by the terms and conditions of
this Agreement and such other documents as the Company may reasonably require. During the
Lockup Period, the Sponsor shall not pledge or grant a security interest in the Sponsor
Units or grant a security interest in the Sponsor’s rights under this Agreement.







          (b) Redemption. Each of the Company and the Sponsor hereby acknowledges and agrees
that, notwithstanding a call for redemption of the Sponsor Warrants by the Company in accordance
with the terms of the Warrant Agreement, no Sponsor Warrants held by the Sponsor or any of its
Permitted Transferees (as defined in the Warrant Agreement) at the time of such call for redemption
shall be redeemable by the Company.








     13. Failure to Consummate Initial Public Offering. If, for any reason, the Company
does not consummate the Initial Public Offering for any reason on or before December 31, 2009, the
Company shall either return to the Sponsor the Sponsor Units Purchase Price, without interest,
as soon as practicable thereafter or the Company shall instruct the Trustee holding such funds to
do so.







     14. Miscellaneous.



          (a) Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without regard to the principles
of conflicts of law thereof. The parties agree that any action brought by either party to
interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to,
and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court
for the district encompassing the Company’s principal place of business. The parties hereto hereby
waive any right to a jury trial in connection with any litigation pursuant to this Agreement and
the transactions contemplated hereby.




          (b) Entire Agreement. This Agreements sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among them.




          (c) Binding upon Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal representatives, successors and
permitted assigns.




          (d) Independent Counsel. The Sponsor acknowledges that this Agreement has been
prepared on behalf of the Company by Stevens & Lee, counsel to the Company, and that Stevens & Lee
does not represent, and is not acting on behalf of, the Sponsor. The Sponsor has been provided
with an opportunity to consult with the Sponsor’s counsel with respect to this Agreement.





8












 





          (e) Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) the
next business day if sent by confirmed facsimile, (iii) five calendar days after having been sent
by United States registered or certified mail, return receipt requested, postage prepaid, or (iv)
one business day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to the other
party hereto at such party’s address as follows:



If to the Company:



Sidhu Special Purpose Capital Corp.

485 Madison Avenue

20th Floor

New York, New York, 10022



With a copy to:



Stevens & Lee, P. C.

485 Madison Avenue

20th Floor

New York, New York, 10022



If to the Sponsor:



WNH Holdings, LLC

485 Madison Avenue

20th Floor

New York, New York, 10022




          (f) Indemnification. Each party shall indemnify the other against any loss, cost or
damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s
breach of any representation, warrant, covenant or agreement in this Agreement.




          (g) Further Execution. The parties agree to take all such further action as may
reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to
take whatever steps may be necessary to obtain any governmental approval in connection with or
otherwise qualify the issuance of the Sponsor Warrants that are the subject of this Agreement.




          (h) Counterparts. This Agreement may be executed in one or more counterparts, all of
which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.




9









 








          (i) Severability. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that no such severability
shall be effective if it materially changes the economic benefit of this Agreement to any party.




          (j) Amendments. This Agreement may not be amended, modified or waived, in whole or in
part, except by an agreement in writing signed by each of the parties hereto.




[Remainder of Page Intentionally Left Blank]




10









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	SIDHU SPECIAL PURPOSE CAPITAL CORP.

 	 
	 	By:  	/s/  Jay S. Sidhu
 	 
	 	 	Name:  	Jay S. Sidhu 	 
	 	 	Title:  	Chairman, President and
Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	WNH HOLDINGS, LLC

 	 
	 	By:  	/s/  Jay S. Sidhu
 	 
	 	 	Name:  	Jay S. Sidhu 	 
	 	 	Title:  	Manager 	 



11









 






	 	 	 	 	 



EXHIBIT A




WARRANT AGREEMENT




 









 





WARRANT AGREEMENT




by and between




SIDHU SPECIAL PURPOSE CAPITAL CORP.




and








MELLON INVESTOR SERVICES LLC









 







Dated as of July [   ], 2008






 






 









 





TABLE OF CONTENTS









	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I. APPOINTMENT OF WARRANT AGENT	 	1
	 
	 	 	 	 	 	 
	ARTICLE II. WARRANTS	 	1
	 
	 	 	 	 	 	 
	 
	 	2.1	 	Form of Warrant	 	1
	 
	 	2.2	 	Effect of Countersignature	 	2
	 
	 	2.3	 	Registration	 	2
	 
	 	2.4	 	Detachability of Warrants	 	3
	 
	 	2.5	 	Sponsor Warrants	 	3
	 
	 	 	 	 	 	 
	ARTICLE III. TERMS AND EXERCISE OF WARRANTS	 	4
	 
	 	 	 	 	 	 
	 
	 	3.1	 	Warrant Price	 	4
	 
	 	3.2	 	Duration of Warrants	 	4
	 
	 	3.3	 	Exercise of Warrants	 	4
	 
	 	3.4	 	No Net Cash Settlement	 	6
	 
	 	3.5	 	Cashless Exercise	 	6
	 
	 	 	 	 	 	 
	ARTICLE IV. ADJUSTMENTS	 	7
	 
	 	 	 	 	 	 
	 
	 	4.1	 	Stock Dividends; Split-Ups	 	7
	 
	 	4.2	 	Aggregation of Shares	 	7
	 
	 	4.3	 	Adjustments in Warrant Price	 	7
	 
	 	4.4	 	Replacement of Securities upon Reorganization, etc.	 	7
	 
	 	4.5	 	Extraordinary Dividends	 	8
	 
	 	4.6	 	Notices of Changes in Warrant	 	8
	 
	 	4.7	 	No Fractional Shares	 	8
	 
	 	4.8	 	Form of Warrant	 	8
	 
	 	4.9	 	Notice of Certain Transactions	 	9
	 
	 	4.10	 	Other Events	 	9
	 
	 	 	 	 	 	 
	ARTICLE V. TRANSFER AND EXCHANGE OF WARRANTS	 	9
	 
	 	 	 	 	 	 
	 
	 	5.1	 	Transfer of Warrants	 	9
	 
	 	5.2	 	Registration of Transfer	 	9
	 
	 	5.3	 	Procedure for Surrender of Warrants	 	9
	 
	 	5.4	 	Fractional Warrants	 	10
	 
	 	5.5	 	Service Charges	 	10
	 
	 	5.6	 	Warrant Execution and Countersignature	 	10
	 
	 	 	 	 	 	 
	ARTICLE VI. REDEMPTION	 	10
	 
	 	 	 	 	 	 
	 
	 	6.1	 	Redemption	 	10
	 
	 	6.2	 	Date Fixed for, and Notice of, Redemption	 	10
	 
	 	6.3	 	Exercise After Notice of Redemption	 	11
	 
	 	6.4	 	Outstanding Warrants Only	 	11









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	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE VII. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS	 	11
	 
	 	 	 	 	 	 
	 
	 	7.1	 	No Rights as Stockholder	 	11
	 
	 	7.2	 	Lost, Stolen, Mutilated, or Destroyed Warrants	 	11
	 
	 	7.3	 	Reservation of Common Stock	 	11
	 
	 	7.4	 	Registration of Common Stock	 	11
	 
	 	 	 	 	 	 
	ARTICLE VIII. CONCERNING THE WARRANT AGENT AND OTHER MATTERS	 	12
	 
	 	 	 	 	 	 
	 
	 	8.1	 	Payment of Taxes	 	12
	 
	 	8.2	 	General	 	12
	 
	 	8.3	 	Resignation, Consolidation, or Merger of Warrant Agent	 	15
	 
	 	8.4	 	Fees and Expenses of Warrant Agent	 	15
	 
	 	8.5	 	Liability of Warrant Agent	 	15
	 
	 	8.6	 	Acceptance of Agency	 	16
	 
	 	8.7	 	Waiver	 	16
	 
	 	 	 	 	 	 
	ARTICLE IX. MISCELLANEOUS PROVISIONS	 	17
	 
	 	 	 	 	 	 
	 
	 	9.1	 	Successors	 	17
	 
	 	9.2	 	Notices	 	17
	 
	 	9.3	 	Applicable Law	 	17
	 
	 	9.4	 	Persons Having Rights under this Agreement	 	18
	 
	 	9.5	 	Examination of the Warrant Agreement	 	18
	 
	 	9.6	 	Counterparts	 	18
	 
	 	9.7	 	Effect of Headings	 	18
	 
	 	9.8	 	Amendments	 	18
	 
	 	9.9	 	Force Majure	 	18
	 
	 	9.10	 	Severability	 	18
	 
	 	9.11	 	Termination	 	18
	 
	 	9.12	 	Entire Agreement	 	18












ii











 





WARRANT AGREEMENT








     This WARRANT AGREEMENT (this “Agreement”) is made as of July       , 2008, by and
between Sidhu Special Purpose Capital Corp., a Delaware corporation (the “Company”), and
Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”).











     WHEREAS, the Company has filed a registration statement (the “Registration
Statement”) on Form S-1 (No. 333-149504) under the Securities Act of 1933, as amended (the “Securities
Act”) with the Securities and Exchange Commission in connection with an initial public offering
(the “Initial Public Offering”) of the Company’s units (the “Public Units,” or the
“Units”), each consisting of one share of common stock, par value $0.0001 per share, of
the Company (“Common Stock”) and one warrant entitling the holder thereof to purchase one
share of Common Stock for $6.50, subject to adjustment as described herein (such warrants, the
“Public Warrants”);











     WHEREAS, WNH Holdings, LLC, a Pennsylvania limited liability company (the “Sponsor”)
has agreed to purchase from the Company an aggregate of 425,200 Units at a price of $10.00 per unit (the “Sponsor Units”)
immediately prior to the Initial Public Offering. Each Sponsor Unit includes a
Warrant entitling the holder thereof to purchase one share of Common Stock for $6.50,
subject to adjustment as described herein (such warrants, the “Sponsor Warrants,” and
together with the Public Warrants, the “Warrants”);







     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption, exercise and cancellation of the Warrants;



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed that are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



ARTICLE I.

APPOINTMENT OF WARRANT AGENT




     The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.



ARTICLE II.

WARRANTS




     2.1 Form of Warrant. Each Public Warrant shall be issued in registered form only in
substantially the form of Exhibit A hereto and each Sponsor Warrant shall be issued in registered
form



A-1









 











only in substantially the form of Exhibit B hereto, the provisions of which exhibits are
incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature of, any one
of the Chairman of the Board of Directors, President, Chief Financial Officer, Treasurer, Secretary
or Assistant Secretary of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance. All of the Public Warrants shall initially be
represented by one or more book-entry certificates (each a “Book-Entry Warrant Certificate”).











     2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof. Each such countersignature upon each Book-Entry Warrant Certificate may be in the form of a
manual or facsimile signature of any present or future authorized agent or person of the Warrant Agent and may be
imprinted or otherwise reproduced on the Book-Entry Warrant Certificates and for that purpose the Warrant Agent
may adopt and use the facsimile signature of any person who shall have been an authorized agent or person,
notwithstanding the fact that at the time the Book-Entry Warrant Certificates shall be countersigned and
delivered her or she shall have ceased to hold such office.  In case any authorized agent or person of the
Warrant Agent who shall have countersigned and delivered any of the Book-Entry Warrant Certificates shall cease
to be such an authorized agent or person before the Book-Entry Warrant Certificates so countersigned shall have
been issued by the Warrant Agent, such Book-Entry Warrant Certificates may nevertheless be issued as though such person
had not ceased to be such an authorized agent or person of the Warrant Agent.







     2.3 Registration.







          (a) Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”) for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
such Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with written instructions delivered to the Warrant Agent by the Company. All of the Public
Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited
with the Depository Trust Company (the “Depository”) and registered in the name of Cede &
Co., a nominee of the Depository. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by
(i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depository (such institution, with respect to a Public Warrant in its
account, a “Participant”).












     If the Depository subsequently ceases to make its book-entry settlement system available for
the Public Warrants, the Company may provide written instructions to the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no
longer necessary to have the Public Warrants available in, book-entry
form, the Company shall provide written instructions to the Warrant
Agent to, and the Warrant Agent shall
provide written instructions to the Depository to deliver to the Warrant Agent for cancellation
each Book-Entry Warrant Certificate, and the Company shall provide
written instructions to the Warrant Agent to countersign and deliver to
the Depository definitive certificates representing the Warrants (“Definitive Warrant
Certificates”).







          (b) Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean, on
or after the Detachment Date (as defined below), any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records
maintained by the Depository or its nominee, and prior to the Detachment Date, with respect to the
Public Warrants the person in whose name the Public Unit of which such Public Warrant or part
thereof was originally part of, as registered upon the register relating to such Public Units.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant
Register (“Registered Holder”) as the absolute owner of such Warrant (notwithstanding any
notation of ownership or other writing on the Warrant certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.







          (c)
Transfer Legend. Notwithstanding anything
herein to the contrary, in the event a Warrant surrendered for transfer bears a legend, the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange therefore until the Warrant Agent has received an
opinion of counsel for or otherwise satisfactory to the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear such legend.








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     2.4 Detachability of Warrants.







          (a) Units. The securities comprising the Public Units will not be separately transferable
until ten Business Days (as defined below) (or as soon as practicable thereafter) following the
earlier to occur of (i) the expiration or termination of the
underwriters’ over-allotment option, or (ii) exercise of such over-allotment option (the “Detachment Date”), subject in either case to the Company having
filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Initial
Public Offering including the proceeds received by the Company from the exercise of the
underwriters’ over-allotment option, and having issued a press release announcing when the separate
trading of such securities will begin. For purposes of this Agreement, “Business Day”
shall mean any day on which the Depository is open for trading.








     2.5 Sponsor Warrants. The Sponsor Warrants shall have the same terms and be in the
same form as the Public Warrants, except that:




          (i) the Sponsor Warrants will be non-redeemable as long as they are held by the Sponsor
or its Permitted Transferees; and








          (ii) the Sponsor Warrants may not be (and the Common Stock issuable upon exercise of
such Warrants may not be) transferred, assigned or sold, directly or indirectly, other than
to a Permitted Transferee, until after the consummation by the Company of a
Business Combination.











     “Business Combination” means the Company’s initial business combination, through a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination, with one or more currently unidentified domestic or international operating
businesses, together having a fair market value of at least 200% of our net assets held in trust
(net of taxes and up to $2,400,000 of interest earned on the trust account that is permitted to be
disbursed to us for working capital purposes and excluding the amount of the underwriters’ deferred
discount held in trust) at the time of the business combination.











     “Permitted Transferee” means (i) the Company, any of the Company’s officers, directors
and employees, any Affiliates or Family Members of such individuals, the Sponsor, any Affiliates of
the Company or the Sponsor and any officers, directors, members and employees of the Sponsor or
such Affiliates, (ii) any charitable organization, (iii) any individual pursuant to a qualified
domestic relations order, (iv) if the transferor is a corporation, partnership or limited liability
company, any stockholder, partner or member of the transferor, and (v) any individual or entity by
virtue of laws or agreements governing descent or distribution upon the death or dissolution of the
transferor; provided, that, any such transferees agree in writing to become subject to the
same transfer restrictions as the
transferor.







     The term “Affiliate” has the meaning set forth in Rule 405 under the Securities Act
(in effect on the date hereof).



     “Family Member” of a person means such person’s present spouse and/or domestic
partner, parents, lineal ascendants or descendants or any siblings of any of the foregoing, any
descendants of any sibling of such person, or any estate planning vehicle formed primarily for the
benefit of such person or any of the foregoing persons.



A-3









 





ARTICLE III.

TERMS AND EXERCISE OF WARRANTS








     3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the
price of $6.50 per whole share, subject to the adjustments provided in Article IV hereof and in the
last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
refers to the price per share at which Common Stock may be purchased at the time a Warrant is
exercised.











     3.2 Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the later of the consummation by the Company of a Business
Combination and the first anniversary of the date of the final prospectus that forms a part of the
Registration Statement, and terminating at 5:00 p.m., New York time on the earlier to occur of (i)
the fourth anniversary of the date of the final prospectus that forms a part of the Registration
Statement and (ii) the date fixed for redemption of the Warrants as provided in Article VI of this
Agreement (the “Expiration Date”); provided, however, that, the Public Warrants
shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect
thereof unless, at the time a holder seeks to exercise such Public Warrants, a prospectus relating
to the Common Stock issuable upon exercise of the Public Warrants is current and the issuance of
such Common Stock has been registered or qualified or deemed to be exempt under the securities laws
of the state of residence of the holder of such Warrants. Except with respect to the right to
receive the Redemption Price (as set forth in Article VI hereunder), each Warrant not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at the close of business on the Expiration Date.
The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that any extension of the duration of the Warrants must
apply equally to all of the Warrants. Should the Company wish to extend the Expiration Date of the
Warrants, the Company shall provide advance notice to the American Stock Exchange or any other
stock exchange on which the Warrants are listed in accordance with the requirements of such
exchange.







     3.3 Exercise of Warrants.







          (a) Payment. Subject to the provisions of the Warrant (including, but not limited to,
the cashless exercise provisions) and this Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by delivering, not later than 5:00 p.m.,
New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to the
Warrant Agent at the office of the Warrant Agent, or at the office of its successor as Warrant
Agent (i) the Definitive Warrant Certificate evidencing the
Warrants to be exercised or in the
case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the
Depositary designated for such purpose in writing by the Warrant Agent to the Depository from time
to time, (ii) an election to purchase properly completed and
duly executed in the form attached hereto as part of Exhibit A or
Exhibit B, as applicable, the shares of Common Stock underlying the Warrants to be
exercised, or in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures and (iii) the
Warrant Price for each full share of Common Stock as to which the Warrants are exercised and any
and all applicable taxes due in connection with the exercise of the Warrants, the exchange of the
Warrants for the Common Stock, and the issuance of the Common Stock in full, in lawful money of the
United States, by cash, by bank wire transfer in immediately available funds or by certified check
or bank draft payable to the Company.









          (i) If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant
Certificate, (B) the Election to Purchase or (C) the Warrant Price therefor, is received by



A-4









 











the Warrant Agent after 5:00 p.m., New York time, on a specified day or if such day is
not a Business Day, the Warrants will be deemed to be received and exercised on, and the
applicable Exercise Date shall be the Business Day next succeeding such day. If the
Warrants are received or deemed to be received after the Expiration Date, the exercise
thereof will be null and void and any funds delivered to the Warrant Agent will be returned
to the Registered Holder or the Participant, as the case may be, as soon as practicable. In
no event will interest accrue on funds deposited with the Warrant Agent in respect of an
exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will
be determined by the Company in its sole discretion, and such determination will be final
and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the
Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of
any exercise of Warrants. The Warrant Agent may assume that any Warrant properly presented for
exercise is permitted to be exercised under applicable law and shall have no liability for
acting in reliance upon that assumption.












          (ii) The Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in the account of the Company maintained with the Warrant Agent for such purpose and
shall advise the Company in writing by the next Business Day on which funds for the exercise of
the Warrants are received and of the amount so deposited to its account.












          (iii) The Warrant Agent shall, by 1:00 p.m. New York time on the Business Day
following the Exercise Date of any Warrant, advise the Company and the transfer agent and
registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon
such exercise in accordance with the terms and conditions of this Agreement, (b) the
instructions of each Registered Holder or Participant, as the case may be, with respect to
delivery of the Shares issuable upon such exercise, and the delivery of Definitive Warrant
Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining
after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that
shall be made to the records maintained by the Depository, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of
the Warrants remaining after such exercise and (d) such other information as the Company or
such transfer agent and registrar shall reasonably require.








          (iv) The Company shall, by 5:00 p.m., New York time, on the third Business Day next
succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the
Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such
Registered Holder or Participant, as the case may be, is entitled, in fully registered form,
registered in such name or names as may be directed by such Registered Holder or the
Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by
5:00 p.m., New York time, on the fifth Business Day next succeeding such Exercise Date,
transmit such Shares to or upon the order of the Registered Holder or the Participant, as
the case may be.




          (v) In lieu of delivering physical certificates representing the Shares issuable upon
exercise, provided the Company’s transfer agent is participating in the Depository Fast
Automated Securities Transfer program, the Company shall use its reasonable efforts to cause
its transfer agent to electronically transmit the Shares issuable upon exercise to the
Registered Holder or the Participant by crediting the account of the Registered Holder’s
prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent
Commission system. The time periods for delivery described in the immediately preceding
paragraph shall apply to the electronic transmittals described herein.




          (vi) The accrual of dividends, if any, on the Shares issued upon the valid exercise of
any Warrant will be governed by the terms generally applicable to the Shares.



A-5









 








Starting with
the Exercise Date, the former holder of the Warrants exercised will be entitled to the
benefits generally available to other holders of Shares and such former holder’s right
to receive payments of dividends and any other amounts payable in respect of the Shares
shall be governed by, and shall be subject to, the terms and provisions generally applicable
to such Shares.




          (vii) Subject to Section 4.7, Warrants may be exercised only in whole numbers
of Shares. If fewer than all of the Warrants evidenced by a Warrant Certificate are
exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall
be executed by the Company and countersigned by the Warrant Agent as provided in Article
II hereof, and delivered to the holder of this Warrant Certificate at the address
specified on the books of the Warrant Agent or as otherwise specified by such Registered
Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by the Depository, its nominee
for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the
balance of the Warrants remaining after such exercise.



          (b) Issuance of Certificates. Notwithstanding the foregoing, and subject to
Section 7.4 of this Agreement, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless (i) a registration statement under the Securities Act
with respect to the issuance of Common Stock upon exercise of the Warrant is effective or (ii) in
the opinion of counsel to the Company, the issuance of the Common Stock upon the exercise of the
Warrants is exempt from the registration requirements of the Securities Act and such securities are
qualified for sale or exempt from qualification under applicable securities laws of the states or
other jurisdictions in which the Registered Holders reside. Warrants may not be exercised by, or
securities issued to, any Registered Holder in any state in which such exercise would be unlawful.
As a result of the provisions of this Section 3.3(b), any or all of the Warrants may expire
unexercised. In no event shall the Registered Holder of a Warrant be entitled to receive any
monetary damages if the issuance of the shares of Common Stock underlying the Warrants has not been
registered by the Company pursuant to an effective registration statement or if a current
prospectus is not available for delivery by the Warrant Agent; provided, that the Company
has fulfilled its obligation to use its commercially reasonable efforts to effect such registration
and ensure a current prospectus is available for delivery by the Warrant Agent.




          (c)
Valid Issuance. The Company agrees that all shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable and free from preemptive rights.




          (d) Date of Issuance. Each person in whose name any such certificate for shares of
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares on the Exercise Date in accordance with Section 3.3(a) irrespective of the date of
delivery of such certificate to the holder, except that, if delivery of the items set forth in
Section 3.3(a) occurs after 5:00 p.m., New York time, on any Business Day during the
Exercise Period, such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding Business Day.








          (e) Expiration
upon Liquidation of Trust Account. If the Company is dissolved because it fails to
consumate a Business Combination within the applicable period of time required in its
certificate of incorporation, all of the rights of the holders hereunder shall terminate
and all of the Warrants shall terminate.







     3.4 No Net Cash Settlement. Notwithstanding anything to the contrary contained in
this Agreement, under no circumstances will the Company be required to net cash settle the exercise
of the Warrants.



     3.5 Cashless Exercise.







          (a) Determination of Amount. In lieu of payment of the Warrant Price, the Company
shall have the right (but not the obligation) upon notice to all
Registered Holders and to the Warrant Agent to require all
Registered Holders to convert any exercisable but unexercised Warrants into shares of Common Stock







A-6









 







(the “Conversion Right”) as follows: upon the Company’s exercise of the Conversion Right,
the
Company shall deliver to the Registered Holder (without payment of any of the Warrant Price in
cash) that number of Shares equal to the quotient obtained by dividing (x) the product of the
number of Shares underlying the Warrant, multiplied by the difference between the Fair Market Value
and the Warrant Price by (y) the Fair Market Value. The “Fair Market Value” means the
average last sale price of the Common Stock in the principal trading market for the Common Stock
as reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or
successor exchange), as the case may be, for the 10 consecutive trading days ending on the third
trading day preceding the date the Warrants are exercised. The number
of Shares to be delivered will be determined by the Company (with
written notice to the Warrant Agent) using the formula set forth
above. The Warrant Agent shall have no duty or obligation to
investigate or confirm whether the Company’s determination of the
number of Shares to be issued upon such exercise pursuant to this
Section 3.5(a) is correct.



          (b) Mechanics of Cashless Exercise. Upon exercise of the Conversion Right by the
Company during the Exercise Period, each Registered Holder will promptly surrender to the Warrant
Agent (i) the Warrant certificates evidencing the Warrants to be exercised and (ii) a properly
completed and duly executed subscription form, specifying the total number of shares of Common
Stock the Registered Holder will purchase; provided that any holder that holds Warrants in
a brokerage account shall follow the procedures of such holder’s broker and the Depository in order
to exercise the Conversion Right.



ARTICLE IV.

ADJUSTMENTS




     4.1 Stock Dividends; Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.7, the number of outstanding shares of Common Stock is increased by
a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.



     4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.7, the number of outstanding Shares is decreased by a consolidation, combination,
reverse stock split or reclassification of Shares or other similar event, then, on the effective
date of such consolidation, combination, reverse stock split, reclassification or similar event,
the number of Shares issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding Shares.



     4.3 Adjustments in Warrant Price. Whenever the number of Shares purchasable upon the
exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above,
each of the Warrant Price and the Floor Price (as defined below) shall be adjusted (to the nearest
cent) by multiplying such Warrant Price and Floor Price, as the case may be, immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y)
the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter; provided, that, with respect to any adjustment occurring prior to the
consummation of the Initial Public Offering, the Company may determine (with the consent of the
Sponsor) not to adjust the Warrant Price and the Floor Price.



     4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such
shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially



A-7









 







as an entirety in
connection with which the Company is dissolved, the Registered Holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, by a Registered Holder of the number of shares of Common Stock of the
Company obtainable upon exercise of the Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by Sections 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2,
4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers.



     4.5 Extraordinary Dividends. If the Company, at any time during the Exercise Period,
shall pay a dividend or make a distribution in cash, securities or other assets to the holders of
Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible), other than (i) as described in Sections 4.1, 4.2 or 4.4, (ii)
regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of
the holders of Common Stock upon consummation by the Company of a Business Combination or (iv) in
connection with the Company’s liquidation and the distribution of its assets upon its failure to
consummate a Business Combination (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price and the Floor Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of
cash and/or the fair market value (as determined by the Company’s Board of Directors, in good
faith) of any securities or other assets paid on each share of Common Stock (or other shares of the
Company’s capital stock into which the Warrants are convertible) in respect of such Extraordinary
Dividend.



     4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price, Floor
Price or the number of shares issuable on exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent within five (5) Business Days, which notice shall state the Warrant Price or Floor Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5,
then, in any such event, the Company shall give written notice to each Registered Holder, at the
last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event. The Warrant Agent shall be fully
protected in relying on any such certificate or notice, and the
Warrant Agent shall be fully protected in relying on any adjustment
set forth in such certificate or notice. The Warrant Agent shall not
be deemed to have knowledge of such adjustment until it has received
such certificate or notice. The Warrant Agent shall have no duty or
obligation to investigate or confirm whether the Company’s
calculations pursuant to Article 4 are correct.



     4.7 No Fractional Shares. Notwithstanding any provision contained in this Agreement
to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Article IV or by reason of any cashless
exercise pursuant to Sections 3.5 or 6.1, the Registered Holder would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up to the nearest whole number the number of the shares of Common Stock
to be issued to the Registered Holder.







     4.8 Form of Warrant. The forms of Warrants need not be changed because of any
adjustment pursuant to this Article IV, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof or the rights, duties and
obligations of the Warrant Agent, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.







A-8









 









     4.9 Notice of Certain Transactions. In the event that the Company shall propose to
(a) offer the holders of its Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock
to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange
offer with respect to the Common Stock, the Company shall send to the
Warrant Agent and the Registered Holders a notice
of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their
addresses as they appear in the Warrant Register, which notice shall specify the record date for the
purposes of such dividend, distribution or rights, or the date such issuance or event is to take
place and the date of participation therein by the holders of Common Stock, if any such date is to
be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the
number and kind of any other shares of stock and on other property, if any, and the number of
shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the
Warrant Price or Floor Price after giving effect to any adjustment pursuant to this Article
IV that would be required as a result of such action. Such notice shall be given as promptly
as practicable after the Company’s Board of Directors has determined to take any such action and
(x) in the case of any action covered by clause (a) or (b) above at least 10 days prior to the
record date for determining the holders of the Common Stock for purposes of such action or (y) in
the case of any other such action at least 20 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock, whichever shall be the
earlier. The failure to give the notice required by this
Section 4.9 or any defect therein shall not affect the legality
or validity of any right, option, Warrant or offer.











     4.10 Other Events. If
any event occurs as to which the foregoing provisions of Article IV are not strictly applicable or
if strictly applicable would not, in the good faith judgment of the Board of Directors of the
Company, fairly and adequately protect the purchase rights of the registered holders of the Warrants
in accordance with the essential intent and principles of such provisions, then the Board of Directors of
the Company shall make such adjustments in the application of
such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary,
in the good faith opinion of the Board of Directors of the Company, to protect such purchase rights as aforesaid.








ARTICLE V.

TRANSFER AND EXCHANGE OF WARRANTS








     5.1 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only as part of the Public Units in which such Warrants are included, and
only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Public
Unit. For the avoidance of doubt, each transfer of a Public Unit on the register relating to such
Public Units prior to the Detachment Date shall operate also to transfer the Warrant included in such Public Unit.











     5.2 Registration of Transfer. Subject to Section 5.3 below, the Warrant Agent
shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly
guaranteed and accompanied by appropriate instructions for transfer, and, if necessary, appropriate
instruments of transfer. Upon any such transfer, a new
Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.











     5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent duly endorsed with signatures properly guaranteed, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate,
each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to
another nominee of the Depository, to a successor depository, or to a nominee of a successor
depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company
shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated
transferee a new Warrant certificate or Warrant certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants.







A-9









 





     5.4 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange that will result in the issuance of a Warrant certificate for
a fraction of a Warrant.







     5.5 Service Charges. Other than in accordance with the fee schedule attached hereto, no service charge shall be made for any exchange or registration
of transfer of Warrants.







     5.6 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Article V, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.



ARTICLE VI.

REDEMPTION








     6.1 Redemption. Subject to Section 6.4 hereof, all, but not less than all, of
the outstanding Warrants (other than any Sponsor Warrants that are held by the Sponsor or any
Permitted Transferees) (the “Redeemable Warrants”) may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their expiration, at the office of
the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per
Warrant (the “Redemption Price”); provided, however, that the last sales
price of the Common Stock has been equal to or greater than $14.25 per share, as such price may be
adjusted pursuant to Section 4.3 (the “Floor Price”), on each of 20 trading days
within any 30 trading day period ending three Business Days prior to the date on which notice of
redemption is given; and provided, further that such Redeemable Warrants (and
Shares issuable upon the exercise of such Redeemable Warrants) are covered by an effective
registration statement from the date of notice of redemption through the date fixed for redemption.
If the foregoing conditions are satisfied, and such Redeemable Warrants are called for redemption,
each Registered Holder will be entitled to exercise its Redeemable Warrants prior to the date
scheduled for redemption. In the event the Company calls any such Redeemable Warrants for
redemption pursuant to this Section 6.1, the Company shall have the option to require all
(but not part) of the holders of those Redeemable Warrants who elect to exercise their Redeemable
Warrants prior to the date scheduled for redemption to exercise the Redeemable Warrants on a
cashless basis. If the Company requires the Registered Holders of such Redeemable Warrants to
exercise on a cashless basis, each holder of such Warrants shall pay the Warrant Price by
surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrant,
multiplied by the difference between the Redemption Fair Market Value and the Warrant Price by (y)
the Redemption Fair Market Value. The “Redemption Fair Market Value” means the average
last sale price of the Common Stock in the principal trading market for the Common Stock as
reported by any national securities exchange or quoted on the FINRA OTC Bulletin Board (or
successor exchange), as the case may be, for the 10 consecutive trading days ending on the third
trading day preceding the date the notice of redemption is sent to holders of Warrants.











     6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the Redeemable Warrants pursuant to Section 6.1, the Company shall fix a
date for the redemption. Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date
fixed for redemption to the Warrant Agent and the
Registered Holders of the Redeemable Warrants at their last addresses as they shall appear in the
Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given on the date sent whether or not the Registered Holder received such notice.







A-10









 





     6.3 Exercise After Notice of Redemption. The Redeemable Warrants may be exercised,
for cash or, if required by the Company, on a cashless basis, in accordance with Section
6.1 of this Agreement at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption.
On and after the redemption date, the Registered Holder of the Redeemable Warrants shall have no
further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants.



     6.4 Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Article VI apply only to outstanding Redeemable Warrants. To the
extent a person holds rights to purchase Redeemable Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised, the Company may
redeem the Redeemable Warrants issued upon such exercise, provided that the criteria for
redemption are met, including the opportunity of the Redeemable Warrant holders to exercise prior
to redemption pursuant to Section 6.3.



ARTICLE VII.

OTHER PROVISIONS RELATING TO

RIGHTS OF HOLDERS OF WARRANTS




     7.1 No Rights as Stockholder. A Warrant does not entitle the Registered Holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights, to vote or to
consent, or to receive notice as stockholders in respect of the meetings of stockholders for the
election of directors of the Company or any other matter.







     7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by
anyone. Applicants for such new Warrant Certificates must pay such
reasonable charges as the Company and the Warrant Agent may prescribe.







     7.3 Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.







     7.4 Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall use
commercially reasonable efforts to file with the Securities and Exchange Commission a
post-effective amendment to the Registration Statement, or a new registration statement, for the
registration under the Securities Act of, and, to the extent that an exemption from registration is not available, it shall use commercially efforts to take such action
as may be necessary to qualify for sale, in those states in which any holder of the Public Warrants is a resident, the issuance of the Common Stock issuable upon exercise of the
Public Warrants. In either case, the Company shall use its reasonable efforts to cause the same to
become effective on or prior to the commencement of the Exercise Period and to maintain the
effectiveness of such registration statement until the expiration of such Warrants in accordance
with the provisions of this Agreement.
















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ARTICLE VIII.

CONCERNING THE WARRANT AGENT AND OTHER MATTERS














     8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or of such shares of the Common
Stock; provided, however, that the Company and the Warrant Agent shall not be required to deliver such
Warrants unless or until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction of the Company and
the Warrant Agent that such tax has been paid or is not due.











     8.2 General. The Warrant Agent undertakes to perform the duties and obligations
expressly imposed by this Agreement upon the following terms and conditions, all of which the
Company and the holders of Warrants, by their acceptance thereof, shall be bound.











          (a) The Warrant Agent may rely conclusively and shall be protected in acting upon any order,
judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel
to the Company or chosen by the Warrant Agent), 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 information therein contained) which is reasonably
believed by the Warrant Agent to be genuine and to be signed or presented by the proper person or
persons.













          (i) The Warrant Agent shall have no duties, responsibilities or obligations as the
Warrant Agent except those which are expressly set forth herein, and in any modification or
amendment hereof to which the Warrant Agent has consented in writing, and no duties,
responsibilities or obligations shall be implied or inferred. Without limiting the
foregoing, unless otherwise expressly provided in this Agreement, the Warrant Agent shall
not be subject to, nor be required to comply with or determine if any person or entity has
complied with, the Registration Statement or the provisions of any other agreement between
or among the Company, the holders of Units, Warrants or Warrant Shares or any other person
or entity beyond the specific terms hereof, or to comply with any notice, instruction,
direction, request or other communication, paper or document other than as expressly set
forth in this Agreement.












          (ii) The statements contained herein and in the Warrant Certificates shall be deemed to
be statements of the Company only, and the Warrant Agent assumes no liability or
responsibility for their correctness or to verify the same.












          (iii) The Warrant Agent shall be under no responsibility or liability to institute,
appear in or defend any action, suit or other proceeding of any kind, or to take any other
action likely to involve expense, unless and until the Company or one or more Registered
Holders of Warrant Certificates shall furnish the Warrant Agent with security and indemnity
satisfactory to it for any out of pocket costs and expenses which may be incurred, but this
provision shall not affect the power of the Warrant Agent to take such action as it may
consider proper, whether with or without any such security or indemnity. All rights of
action under this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the production thereof at
any trial or other proceeding relative thereto, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant Agent and any
recovery of judgment shall be for the ratable benefit of the registered holders of the
Warrants, as their respective rights or interests may appear.







A-12









 










          (iv) The Warrant Agent, and any member, stockholder, director, officer or employee of
it, may buy, sell or deal in any of the Warrants or other securities of the Company or
become pecuniarily interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or any affiliate thereof or otherwise act as
fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein
shall preclude the Warrant Agent from acting in any other capacity for the Company or for
any other legal entity.












          (v) The Warrant Agent will not be under any duty or responsibility to ensure compliance
with any applicable federal or state securities laws in connection with the issuance,
transfer or exchange of the Warrant Certificates.












          (vi) The Warrant Agent shall act hereunder solely as agent for the Company, and its
duties shall be determined solely by the provisions hereof. In no event will the Warrant
Agent be liable for special, indirect, incidental, consequential or punitive losses or
damages of any kind whatsoever (including but not limited to lost profits), even if the
Warrant Agent has been advised of the possibility of such losses or damages and regardless
of the form of action.












          (vii) The Warrant Agent shall not at any time be under any duty or responsibility to
any holder of any Warrant Certificate to make or cause to be made any adjustment of the
Exercise Price or number of the shares of Common Stock or other securities or property deliverable
as provided in this Agreement, or to determine whether any facts exist which may require any
such adjustments, or with respect to the nature or extent of any such adjustments, when
made, or with respect to the method employed in making the same. The Warrant Agent shall
not be responsible or liable with respect to the validity or value or the kind or amount of
any shares of Common Stock or of any securities or property which may at any time be issued or
delivered upon the exercise of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and
nonassessable, and makes no representation with respect thereto.












          (viii) Notwithstanding anything in this Agreement to the contrary, the Warrant Agent
shall have no liability or responsibility to any person as a result of its inability to
perform any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any governmental
authority prohibiting or otherwise restraining performance of such obligation.












          (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists
hereunder or in any notice, instruction, direction, request of other communication, paper or
document received by the Warrant Agent hereunder, the Warrant Agent may, in its sole and
absolute discretion, refrain from taking any action, and shall be fully protected and shall
not be liable in any way to the Company or any holder or other person or entity for
refraining from taking such action, provided that the Warrant Agent provides prior written
notice to the Company of such ambiguity or uncertainty and its intention to refrain from
taking such action, unless the Warrant Agent receives written instructions signed by the
Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the
Warrant Agent.












          (x) The Company agrees to provide to the Warrant Agent such number of Warrant
Certificates executed on behalf of the Company in proper form for issuance as may







A-13








 










reasonably be required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.












          (xi) The Warrant Agent shall have no responsibility or liability with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be liable or responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant or
any other agreement; nor shall it by act hereunder be deemed to make any representation or
warranty as to or be responsible or liable for the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant.












          (xii) The Warrant Agent shall have no duty or obligation to investigate or confirm
whether any determination under Articles 3, 4 and 6 are correct or accurate. In addition,
notwithstanding anything to the contrary contained herein, the Warrant Agent shall have no
duty or responsibility to investigate or confirm whether the Company’s determination
regarding the number of Warrant Shares to be issued in the event of a cashless exercise is
accurate or correct. Notwithstanding anything to the contrary contained herein, the Warrant
Agent shall also have no duty or responsibility to investigate or confirm whether any
determination of the Warrant Price is correct or accurate.












          (xiii) The Company shall provide written notice to the Warrant Agent (i) on the
Detachment Date that the Detachment Date has occurred pursuant to Section 2.4, (ii) promptly
of the consummation of a Business Consummation, (iii) on the date that the time period in
which the Company has to consummate a Business Combination has expired if the Company has
not consummated a Business Combination on or prior to such date, and (iv) promptly of the
periods during which a Warrant can be exercised under Article 3.












          (xiv) At any time the Warrant Agent may request in writing an instruction in writing
from the Company, and may at its own option include in such request the course of action it
proposes to take and the date on which it proposes to act, regarding any matter arising in
connection with its duties and obligations hereunder. The Warrant Agent shall not be liable
or responsible for acting without the Company’s consent in accordance with such a proposal
on or after the date specified therein; provided, that the specified date shall be
at least five (5) business days after the Company receives the Warrant Agent’s request for
instructions and its proposed course of action; and provided, further, that,
prior to so acting, the Warrant Agent has not received from the Company the written
instructions so requested.












          (xv) The Warrant Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the President or Chief
Financial Officer of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and such instructions shall be full authorization and
protection to the Warrant Agent and the Warrant Agent shall not be liable or responsible for
or in respect of any action taken, suffered or omitted to be taken by it in accordance with
instructions of any such officer or for any delay in acting while waiting for those
instructions. The Warrant Agent shall be fully authorized and protected in relying upon the
most recent instructions received from any such officer.











     The rights and obligations contained in this Section 8.2 shall survive the termination of this
Warrant Agreement and the resignation, removal or replacement of the Warrant Agent.







A-14








 









     8.3 Resignation, Consolidation, or Merger of Warrant Agent.











          (a) Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving 60 days’ notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or any Registered Holder (who shall, with such
notice, submit his Warrant for inspection by the Company), then the holder of any Warrant or the Warrant Agent may apply
to any court of competent jurisdiction in the State of Delaware for the appointment of a successor
Warrant Agent at the Company’s cost. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.








          (b) Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective date of any such appointment.








          (c) Merger or Consolidation of Warrant Agent. Any corporation or other entity into
which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act. In case at the time such successor to the Warrant Agent shall succeed to the agency created by
this Agreement, and in case at that time any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in cases at that time any of the Warrant
Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the
successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full
force and effect provided in the Warrant Certificates and in this Agreement.












          (d) In case at any time the name of the Warrant Agent shall be changed and at such time any of
the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose
name has been changed may adopt the countersignature under its prior name, and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed name, and in such
cases such Warrant Certificates shall have the full force and effect provided in the Warrant
Certificates and in this Agreement.













     8.4 Fees and Expenses of Warrant Agent.











          (a) Remuneration. The Company agrees to pay the Warrant Agent compensation for its services as such Warrant Agent hereunder in accordance with Schedule I hereto,
and shall reimburse the Warrant Agent for all reasonable expenses and charges paid or incurred by
it in the exercise, performance and administration of its rights and duties hereunder, including
without limitation fees and expenses of legal counsel.








          (b) Further Assurances. The Company agrees to perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.








     8.5 Liability of Warrant Agent.







          (a) Reliance on Company Statement. Whenever in the performance of its duties under
this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be



A-15








 











proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chairman of the Board
of Directors, President, Chief Financial Officer, Treasurer, Chief Legal Officer, Secretary or
Assistant Secretary of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or omitted in good faith by it pursuant to the provisions
of this Agreement.











          (b) Indemnity.
The Warrant Agent shall be indemnified and held harmless by the Company from and against any costs
and expenses, including reasonable fees and disbursements of one counsel, or loss suffered by the
Warrant Agent in connection with any liability, action, suit or other proceeding involving any
claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Warrant Agent hereunder other than expenses or losses arising from the bad faith,
gross negligence or willful misconduct (each as determined by a final, non-appealable judgment of a
court of competent jurisdiction) of the Warrant Agent. Promptly after the receipt by the Warrant
Agent of notice of demand or claim or the commencement of any action, suit or proceeding, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).










          (c) Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Article IV hereof or be responsible
for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock
to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.








     8.6 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of Warrants.











     8.7 Waiver. The Warrant Agent hereby waives any and all right or set-off of any and
all title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust
Account (as defined in that certain Investment Management Trust Agreement to be entered into by and
between the Company and Mellon Bank, as account agent thereunder), and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the funds in the Trust
Account for any reason whatsoever including, without limitation,
pursuant to Section 8.5(b)
hereunder, and to pursue any such Claims solely against the Company.

















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ARTICLE IX.

MISCELLANEOUS PROVISIONS









     9.1 Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.



     9.2 Notices. Any notice, statement or demand authorized by this Agreement to be given
or made by the Warrant Agent or by any Registered Holder to or on the Company shall be in writing
and shall be deemed given (i) when delivered if by hand delivered, (ii) on the next business day if
sent by a nationally recognized commercial courier service promising next business day delivery and
requiring receipt for delivery (such as Federal Express), or (iii) three business days after
delivered in the United States mail if sent by certified or registered mail, return receipt
requested, postage prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


Sidhu Special Purpose Capital Corp.

485 Madison Avenue, 20th Floor

New York, New York 10022



Attention: Jay S. Sidhu



With a copy to:



WNH Holdings, LLC

Center City Executive Centre

607 Washington Street

Reading, PA 19601



Attention: Joseph M. Harenza




     Any notice, statement or demand authorized by this Agreement to be given or made by any
Registered Holder or by the Company to or on the Warrant Agent shall be in writing and shall be
deemed given (i) when delivered if by hand delivered, (ii) on the next business day if sent by a
nationally recognized commercial courier service promising next business day delivery and requiring
receipt for delivery (such as Federal Express), or (iii) three business days after delivered in the
United States mail if sent by certified or registered mail, return receipt requested, postage
prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:









Mellon Investor Services LLC

Newport Office Center VII

480 Washington Blvd.

Jersey City, NJ 07310

Attention: Relationship Manager













With a copy to:













Mellon Investor Services LLC

Newport Office Center VII

480 Washington Blvd.

Jersey City, NJ 07310

Attention: Legal Department







     9.3 Applicable Law. The validity, interpretation and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of Delaware, without
giving effect to its law or principles of conflict of laws. The Company and the Warrant Agent
hereby agree that any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts of the State of Delaware or the
Delaware United States District Court, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process
or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy
thereof by United States registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company and the



A-17









 







Warrant Agent in any action, proceeding or claim; provided, that, such service shall
not preclude any other manner of service permitted by law.



     9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and
the Registered Holders of the Warrants, any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors and assigns and of the Registered
Holders of the Warrants.



     9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.



     9.6 Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.



     9.7 Effect of Headings. The Section headings herein are for convenience only and are
not part of this Agreement and shall not affect the interpretation thereof.



     9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of
the Registered Holders. All other modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period, shall require the written consent of the
Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance
with Sections 3.1 and 3.2, respectively, without such consent.







     9.9
Force Majure. In no event shall the Warrant
Agent be liable or responsible for any failure or delay in the performance of its obligations under this Agreement
arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes, acts of God, and interruptions, losses or malfunctions of utilities, communications or computer
(hardware or software) services.













     9.10 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.













     9.11
Termination. This Agreement shall terminate on the date on
which all Warrants have been exercised or expired without exercise.
The provisions of Sections 8.2 and 8.6 shall survive
such termination.












     9.12 Entire Agreement. This Agreement constitutes the entire understanding of the
parties and supersedes all prior agreements, understandings, arrangements, promises and
commitments, whether written or oral, express or implied, relating to the subject matter hereof,
and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.







[Remainder of Page Intentionally Left Blank]




A-18









 








     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.



	 	 	 	 	 
	 	SIDHU SPECIAL PURPOSE CAPITAL CORP.

 	 
	 	By:  	



 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	


	 	MELLON INVESTOR SERVICES LLC, as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	


	 




A-19












 










EXHIBIT A
















Form of Public Warrant








     The securities represented by this Warrant Certificate (including the securities issuable upon
the exercise of the Warrant) are subject to the terms and conditions set forth in the Warrant
Agreement dated as of July [___], 2008, by and between the Company and the Warrant Agent (the
“Warrant Agreement”). Copies of such agreement may be obtained by the holder hereof at the Warrant
Agent’s principal place of business without charge. Capitalized terms used herein but not defined
shall have the meaning set forth in the Warrant Agreement.







SPECIMEN WARRANT CERTIFICATE




			
	NUMBER
	 	                     WARRANTS
	                    —	 	 






THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 p.m. NEW YORK CITY TIME, ON THE EXPIRATION DATE




SIDHU SPECIAL PURPOSE CAPITAL CORP.




CUSIP                     




PUBLIC WARRANT




THIS CERTIFIES THAT, for value received








is the registered holder of such number of Warrants set forth above (the “Warrants”), each
such Warrant expiring on                     ,
2012 (unless earlier redeemed in accordance with the terms hereof)
and entitling the holder thereof to purchase one fully paid and non-assessable share of Common
Stock, par value $0.0001 per share (“Common Stock”), of Sidhu Special Purpose Capital
Corp., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to
purchase from the Company, commencing on the later of (i) the consummation by the Company of a
Business Combination or (ii)                     ,
2009, such number of shares of Common Stock of the Company at the
price of $6.50 per share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Mellon Investor Services LLC
(such payment to be made to the Warrant Agent in lawful money of the United States, by bank wire
transfer in immediately available funds or on a cashless basis at the option of the Company as
described below), but only subject to the conditions set forth herein and in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the
Floor Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant
may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per share at which shares of Common Stock may be purchased at the
time the Warrant is exercised.








     Notwithstanding the foregoing, and subject to Section 7.4 of the Warrant Agreement, no
Warrant may be exercised unless (i) a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”), with respect to the issuance of Common Stock upon exercise
of the Warrant is effective




1










 






or (ii) in the opinion of counsel to the Company, the issuance of the Common Stock upon the
exercise of the Warrants is exempt from the registration requirements of the Securities Act.







     Notwithstanding anything to the
contrary herein or in the Warrant Agreement, under no circumstances
will the Company be required to net cash settle any exercise of the Warrant.












     No fraction of a share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock,
the Company shall, upon exercise, round up to the nearest whole number the number of shares of
Common Stock to be issued to the warrant holder.







     Upon any exercise of the Warrant for less than the total number of full shares of Common Stock
provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new
Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not
been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of
the Company.



     Subject to Section 6.4 of the Warrant Agreement, not less than all of the outstanding
Redeemable Warrants may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the
“Redemption Price”); provided, however, that the last sales price of the
Common Stock has been equal to or greater than the Floor Price, as such price may be adjusted
pursuant to Section 4.3 of the Warrant Agreement, on each of 20 trading days within any 30
trading day period ending three Business Days prior to the date on which notice of redemption is
given; and provided, further that such Warrants (and the Common Stock issuable upon
the exercise of such Warrants) are covered by an effective registration statement from the date of
notice of redemption through the date fixed for redemption. If the foregoing conditions are
satisfied, and the Warrants are called for redemption, each Registered Holder will be entitled to
exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls
the Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company
shall have the option to require all (but not part) of the holders of those Warrants who elect to
exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a
cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a
cashless basis, the holder of such Warrants shall pay the Warrant Price by surrendering such
Warrants for that number of shares of Common Stock equal to the quotient




2










 







obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the difference between the Redemption Fair Market Value and the Warrant
Price of the Warrants by (y) the Redemption Fair Market Value. Any Warrant either not exercised or
tendered back to the Company by the end of the date specified in the notice of redemption shall be
canceled on the books of the Company and have no further value except for the $0.01 redemption
price.





3










 










	 	 	 	 	 
	 	Sidhu Special Purpose Capital Corp.


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	


	 	Mellon Investor Services LLC,

as Warrant Agent

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	






4










 









ELECTION TO PURCHASE




To Be Executed by the Registered Holder in Order to Exercise Warrants





     The undersigned Registered Holder irrevocably elects to exercise
                                  
Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock
issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall
be issued in the name of



 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




and be delivered to




 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 	 
	 	 	 
	Dated: 	 	 	
 	 
	 	 	 	(SIGNATURE) 	 
	 	 	 	 	 
	 	 	 	(ADDRESS)
 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	
(TAX IDENTIFICATION NUMBER) 	 














 








ASSIGNMENT



To Be Executed by the Registered Holder in Order to Assign Warrants




For Value Received,
                                    hereby sells, assigns, and transfers unto




 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to




 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)



                                         of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                          Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 


	 

	 	 	 	 	 	(SIGNATURE)









The signature to the assignment of the subscription form must correspond to the name written upon
the face of this warrant certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by
an Eligible Guarantor Institution (as defined in Rule 17Ad-15 of
the Securities Exchange Act of 1934).



















 










EXHIBIT B




Form of Private Warrant




     The securities represented by this Warrant Certificate (including the securities issuable upon
exercise of the Warrant) have not been registered under the Securities Act of 1933, as amended.
The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an
effective registration statement as to the securities under the Securities Act or an opinion of
counsel satisfactory to the Company that such registration statement is not required.







     The securities represented by this Warrant Certificate (including the securities issuable upon
the exercise of the Warrant) are subject to the terms and conditions, including certain
restrictions on transfer, set forth in the Warrant Agreement dated as
of July [ ], 2008, by and
between the Company and the Warrant Agent (the “Warrant Agreement”). Copies of such
agreement may be obtained by the holder hereof at the Warrant Agent’s principal place of business
without charge. Capitalized terms used herein but not defined shall have the meaning set forth in
the Warrant Agreement.







SPECIMEN WARRANT CERTIFICATE




			
	NUMBER
	 	                     WARRANTS
	                    —	 	 






THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 p.m. NEW YORK CITY TIME, ON THE EXPIRATION DATE



SIDHU SPECIAL PURPOSE CAPITAL CORP.




CUSIP                     




SPONSOR WARRANT



THIS CERTIFIES THAT, for value received







is the registered holder of such number of Warrants set forth above (the “Warrants”), each
such Warrant expiring on           
          , 2012 (unless earlier redeemed in accordance with the terms hereof)
and entitling the holder thereof to purchase one fully paid and non-assessable share of Common
Stock, par value $0.0001 per share (“Common Stock”), of Sidhu Special Purpose Capital
Corp., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to
purchase from the Company, commencing on the later of (i) the consummation by the Company of a
Business Combination or (ii)           
          ,
2009, such number of shares of Common Stock of the Company at the
price of $6.50 per share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Mellon Investor Services LLC
(such payment to be made to the Warrant Agent in lawful money of the United States, by bank wire
transfer in immediately available funds, payable to the Company), but only subject to the
conditions set forth herein and in the Warrant Agreement. The Warrant Agreement provides that upon
the occurrence of certain events the Warrant Price, the Floor Price and the number of shares of
Common Stock purchasable upon the exercise of each Warrant, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per share
at which shares of Common Stock may be purchased at the time the Warrant is exercised.








1









 










     Notwithstanding
anything to the contrary herein or in the Warrant Agreement, under no
circumstances will the Company be required to net cash settle any
exercise of the Warrant.












     No fraction of a share of Common Stock will be issued upon any exercise of a Warrant. If,
upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company shall, upon exercise, round up to the nearest whole number the
number of shares to be issued to the Warrant holder.







     Upon any exercise of the Warrant for less than the total number of full shares of Common Stock
provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new
Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not
been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the holder to any of the rights of a stockholder of the Company.



     Subject to Section 6.4 of the Warrant Agreement, not less than all of the outstanding
Redeemable Warrants may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the
“Redemption Price”); provided, however, that the last sales price of the
Common Stock has been equal to or greater than the Floor Price, as such price may be adjusted
pursuant to Section 4.3 of the Warrant Agreement, on each of 20 trading days within any 30
trading day period ending three Business Days prior to the date on which notice of redemption is
given. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each
Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for
redemption. In the event the Company calls the Warrants for redemption pursuant to Section
6.1 of the Warrant Agreement, the Company shall have the option to require all (but not part)
of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled
for redemption to exercise the Warrants on a cashless basis. If the Company requires holders of
the Warrants to exercise the Warrants on a cashless basis, the holder of such Warrants shall pay
the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and
the Warrant Price of the Warrants by (y) the Redemption Fair Market Value. Any Warrant either not
exercised or tendered back to the Company by the end of the date specified in the notice of
redemption shall be canceled on the books of the Company and have no further value except for the
$0.01 redemption price.



2









 







	 	 	 	 	 
	 	Special Purpose Capital Corp.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	


	 	Mellon Investor Services LLC, as
Warrant Agent

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	





3









 






ELECTION TO PURCHASE



To Be Executed by the Registered Holder in Order to Exercise Warrants





     The undersigned Registered Holder irrevocably elects to exercise                     
Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock
issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall
be issued in the name of



 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)






	 	 	 
	and be delivered to





 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)



and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 	 
	 	 	 
	Dated: 	 	 	
 	 
	 	 	 	(SIGNATURE) 	 
	 	 	 	 	 
	 	 	 	(ADDRESS)
 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	
(TAX IDENTIFICATION NUMBER) 	 















 









ASSIGNMENT



To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,            
         
         
         
          hereby sell, assign, and transfer unto




 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)



and be delivered to




 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)



                                         of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                          Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 


(SIGNATURE)









The signature to the assignment of the subscription form must correspond to the name written upon
the face of this warrant certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by an Eligible Guarantor
Institution (as defined in Rule 17Ad-15 of the Securities
Exchange Act of 1934).





















 





EXHIBIT B




SECURITIES ESCROW AGREEMENT





 












 





 




SECURITIES ESCROW AGREEMENT




     This Securities Escrow Agreement (this “Agreement”) is made as of                     , 2008, by
and among Sidhu Special Purpose Capital Corp., a Delaware corporation (the “Company”), WNH
Holdings, LLC, a Pennsylvania limited liability company (the “Sponsor”), and Mellon Investor
Services LLC, a New Jersey limited liability company (the “Escrow Agent”).



     WHEREAS, the Company has entered into an Underwriting Agreement, dated                     , 2008 (the “Underwriting Agreement”), with Maxim Group LLC acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase 9,000,000 units, with an option to purchase an additional
1,350,000 units solely to cover over allotments (the “Units”), of the Company’s securities in
connection with the Company’s initial public offering (the “IPO”) of units. Each Unit consists of
one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one
warrant (a “Warrant”) exercisable to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus dated                     , 2008, comprising part
of the Company’s Registration Statement on Form S-1 (File No. 333-149504) under the Securities Act
of 1933, as amended (the “Registration Statement”), declared effective on                     ,
2008 (the “Effective Date”);



     WHEREAS,
the Sponsor purchased 150 shares of Common Stock on October 10, 2007 (the “Original
Shares”); and



     WHEREAS, on February 27, 2008, the Company declared a 28,750 for one stock split which
resulted in the issuance of an additional 4,312,350 shares of Common Stock to the Sponsor;



     WHEREAS, on July 11, 2008, the Company declared a 0.6 for one reverse stock split which
resulted in the number of outstanding Original Shares being 2,587,500 (the “Initial Shares”); and



     WHEREAS, the Sponsor has agreed to purchase 4,252,000 Units for $10.00 per Unit (the “Sponsor
Units” and together with the Initial Shares, the “Escrow Securities”) immediately prior to the
closing of the IPO;



     WHEREAS, the Company and the Sponsor have entered into that certain Sponsor Share Purchase
Agreement, dated as of February 29, 2008, as amended and restated on July 11, 2008 (the “Share
Purchase Agreement”), and the Company and the Sponsor have entered into that certain Sponsor Unit
Purchase Agreement, dated as of July 11, 2008 (the “Sponsor Unit Purchase Agreement” and, together
with the Share Purchase Agreement, the “Purchase Agreements”);



     WHEREAS, the Sponsor has agreed as a condition of the Underwriters’ obligation to purchase the
Units pursuant to the Underwriting Agreement to deposit the Initial Shares and Sponsor Units in
escrow as hereinafter provided; and



     WHEREAS, the Company and the Sponsor desire that the Escrow Agent accept the Escrow
Securities, in escrow, to be held and disbursed as hereinafter provided.



 









 





     NOW, THEREFORE, in consideration of the premises and mutual covenants, representations and
warranties contained herein and intending to be legally bound hereby, the parties hereto agree as
follows:



     Section 1. Appointment of Escrow Agent. The Company and the Sponsor hereby appoint the Escrow
Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act expressly in accordance with and subject to such
terms.



     Section 2. Deposit of Escrow Securities.



          2.1. Initial Shares. On or before the Effective Date, the Sponsor shall have delivered to the
Escrow Agent certificates representing the Initial Shares, which certificates shall remain in the
name of the Sponsor, to be held and disbursed subject to the terms and conditions of this
Agreement. The Sponsor acknowledges that the certificates representing the Initial Shares are
legended to reflect the deposit of such Initial Shares under this Agreement.





          2.2. Sponsor Units. Promptly following the consummation of the IPO, of which the Escrow Agent
shall be notified in writing, the Sponsor shall deliver to the Escrow Agent certificates
representing the Sponsor Units, which certificates shall remain in the name of the Sponsor, to be
held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges
that the certificates representing the Sponsor Units are legended to reflect the deposit of such
Sponsor Units under this Agreement.









     Section 3. Disbursement of the Escrow Securities. 










          3.1.
Disbursement. The Escrow Agent shall hold (a) the Initial
Shares until the date that is twelve (12) months after the date of consummation of a Business
Combination by the Company, of which the Escrow Agent shall be notified in writing, (the “Initial
Shares Escrow Period”), on which date the Escrow Agent shall, upon written instructions from the
Company or counsel to the Company (provided that the Company has identified such counsel in writing
prior to such event), disburse the Initial Shares to the Sponsor or its permitted transferees and
(b) the Sponsor Units until the date of consummation of a Business Combination by the Company, of
which the Escrow Agent shall be notified in writing, (the “Sponsor Units Escrow Period”), on which
date the Escrow Agent shall, upon written instructions from the Company or counsel to the Company
(provided that the Company has identified such counsel in writing prior to such event), disburse
the Sponsor Units to the Sponsor or its permitted transferees; provided, however, that if
the Escrow Agent is notified in writing by the Company pursuant to Section 6.7 hereof, that the
Company is being liquidated at any time during either the Initial Shares Escrow Period or the
Sponsor Units Escrow Period, then the Escrow Agent shall promptly destroy the certificates
representing the Escrow Securities; provided further, that if, after the Company
consummates a Business Combination, the Company (or the surviving entity) subsequently consummates
a liquidation, merger, stock exchange, asset or stock acquisition, exchangeable share transaction,
joint venture or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property,
then the Escrow Agent will, upon receipt of a certificate not less than two (2) business days prior to the consummation of such
transaction, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in
form reasonably acceptable to the Escrow Agent (a “Confirmation Notice”), certifying that such







2









 







transaction is then being consummated, release the Escrow Securities to the Sponsor upon
consummation of the transaction so that it can similarly participate. The Escrow Agent will act as
soon as reasonably possible following receipt of the Confirmation Notice, but no later than two (2)
business days after receipt of the Confirmation Notice. If the Escrow Agent performs in accordance
with the provisions of the preceding sentence, the Escrow Agent shall not have any liability for
any delay in releasing the Escrow Securities. The Escrow Agent shall have no further duties under
this Section 3 after the disbursement or destruction of the Escrow Securities in accordance with
this Section 3.








          3.2 Forfeiture of Initial Shares and Sponsor Units.











               (a) Notwithstanding the provisions of Section 3.1, if and to the extent that the Underwriters
in the IPO do not exercise all or a portion of their option to purchase up to 1,350,000 additional
Units for the purpose of covering over-allotments (the “Over-Allotment Option”), the Sponsor and
any transferee of any of the Initial Shares will forfeit and return to the Company for cancellation
a number of Initial Shares (the “Forfeited Shares”) to be calculated by multiplying 387,500 by the
percentage of the Over-Allotment Option that remains unexercised as of the earlier of (i) the
expiration date of the Over-Allotment Option, and (ii) the earlier termination thereof. The
Company shall give prompt written notice to the Escrow Agent of the number of Forfeited Shares
after the earlier to occur of (i) the expiration date of the Over-Allotment Option, and (ii) the
earlier termination thereof. The Escrow Agent shall deliver to the Company for cancellation any
Forfeited Shares and shall not release such Forfeited Shares from escrow. The Escrow Agent shall
be fully protected in relying on such notice from the Company and shall have no obligation or duty
to investigate as to the accuracy of the Company’s calculation of the number of the Forfeited
Shares.












               (b) Notwithstanding the provisions of Section 3.1, if the Company fails to enter into a
letter of intent or definitive agreement with respect to an acquisition candidate, which by itself
does not have to satisfy the requirements of a Business Combination, within 12 months after the
date of the final prospectus used in connection with the IPO, then the Sponsor will forfeit such
number of the Initial Shares so that the remaining Initial Shares will represent no more than 17.5%
of the aggregate number of Initial Shares and shares of common stock issued in the IPO (the
“Additional Forfeited Shares”). The Company shall give written notice to the Escrow Agent of the
number of Additional Forfeited Shares within five (5) business days after the date that is 12
months after the date of the final prospectus used in connection with the IPO. The Escrow Agent
shall be fully protected in relying on such notice from the Company and shall have no obligation or
duty to investigate as to the accuracy of the Company’s calculation of the number of the Additional
Forfeited Shares.









     Section 4. Rights of Sponsor in Escrow Securities.



          4.1. Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in
Section 4.4 hereof, and except as herein provided, the Sponsor shall retain all of its rights as a
stockholder of the Company during the applicable Escrow Period to vote its Escrow Securities.




          4.2. Dividends and Other Distributions in Respect of the Escrow Securities. During the
applicable Escrow Period, the Company shall pay all dividends payable in cash with respect to the
Escrow Securities to the holder of the Escrow Securities, but all dividends payable in stock or
other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold
in accordance with the terms of this Agreement.




     As used herein, references to the term “Escrow Securities” shall be deemed to include the
Non-Cash Dividends distributed thereon, if any.







          4.3. Restrictions on Transfer. During the applicable Escrow Period, no sale, transfer or
other disposition may be made of any or all of the Sponsor Units or Initial Shares, except, in each
case, (a) with respect to a Sponsor that is a legal entity, officer, director, shareholder, or
member of the Sponsor to any legal entity controlling, controlled by or under common control with,
such Sponsor, and (b) with respect to a Sponsor or a permitted transferee who is an individual, (i)
by gift to a member of Sponsor’s immediate family or to a trust, the beneficiary of which is the Sponsor or
a person related to a Sponsor by blood, marriage or adoption (ii) by virtue of the laws of descent
and distribution upon death of any Sponsor or permitted transferee, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such permitted transfers may be
implemented only upon the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Sponsor transferring the
Escrow Securities. During the applicable Escrow Period, the Sponsor shall not (i) pledge or grant
a security interest in, or any option or other right to acquire, his, her or its Sponsor Units or
Initial Shares, or (ii) grant a security interest in his, her or its rights under this Agreement.
Any request to the Escrow Agent to transfer Escrow Securities in accordance with this Section 4.3
shall be accompanied by a certificate of the transferor stating that such request is in compliance
with this Section 4.3, upon which the Escrow Agent may conclusively rely.








          4.4. Insider Letters. The Sponsor has executed a letter agreement with Maxim Group LLC and
the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the
Registration Statement (each, an “Insider Letter”), respecting the rights and



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obligations of the
Sponsor in certain events, including, but not limited to, the liquidation of the Company.




     Section 5. Concerning the Escrow Agent.



          5.1. (a) The Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively and shall be
protected in acting upon any order, instruction, notice, demand, certificate, opinion or written
advice of counsel (including counsel for the Company or counsel chosen by the Escrow Agent),
statement, instrument, report or other paper or document (in each case an “Instruction”) (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 reasonably believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed
by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.




               (b) The Escrow Agent shall be under no responsibility or liability to institute, appear in
defend any action, suit or other proceedings of any kind, or to take any other action likely to
involve expense, unless and until the Company or the Sponsor shall furnish the Escrow Agent with
security and indemnity satisfactory to it for any costs and expenses which may be incurred, but
this provision shall not affect the power of the Escrow Agent to take such action as it may
consider proper, whether with or without any such security or indemnity.



               (c) The Escrow Agent will not be under any duty or responsibility to ensure compliance with
any applicable federal or state securities laws in connection with the issuance, transfer or
exchange of the Escrow Securities.



               (d) If any disagreement or dispute arises among the Company, the Escrow Agent and/or the
Sponsor concerning the meaning or validity of any provision hereunder or concerning any other
matter relating to this Agreement, or in the event the Escrow Agent believes any ambiguity or
uncertainty exists hereunder or in any notice, instruction, direction, request or other
communication, paper or document received by the Escrow Agent hereunder, the Escrow Agent may, in
its sole and absolute discretion, refrain from taking any action, and shall be fully protected and
shall not be liable in any way to any party hereto or other person or entity for refraining from
taking such action, unless the Escrow Agent receives (i) joint written instruction of the Company
and the Sponsor which eliminates such ambiguity or uncertainty to the reasonable satisfaction of
the Escrow Agent, or (ii) an order of court of competent jurisdiction.



               (e) The Escrow Agent shall have no responsibility or liability with respect to the validity of
this Agreement or with respect to the validity or execution of any Escrow
Securities; nor shall it by act hereof be deemed to make any representation or warranty as to
or be responsible or liable for the authorization or reservation of any Escrow Securities.



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               (f) The Escrow Agent and any member, stockholder, director, officer, affiliate or employee
thereof may engage or be interested in any financial or other transaction with the Company or any
party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any
committee or body of holders or obligations of such party or affiliate, as freely as if it were not
the Escrow Agent hereunder.



               (g) The Escrow Agent shall not take instructions or directions or be liable or responsible to
comply with any notice, instruction, direction, request or other communication, paper or document
except those Instructions given in accordance with this Agreement.



               (h) In no event shall the Escrow Agent be liable or responsible for any failure or delay in
the performance of its obligations under this Agreement arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, losses or malfunctions of utilities, communications
or computer (software or hardware) services.



               (i) The Escrow Agent shall not be called upon to advise any person or entity as to any
investments with respect to any securities held in escrow hereunder or the dividends,
distributions, income, interest or earnings thereon.



               (j) Notwithstanding anything in this Agreement to the contrary, the Escrow Agent shall have no
liability or responsibility to any person or entity as a result of its inability to perform any of
its obligations under this Agreement by reason of any preliminary or permanent injunction or other
order, decree or ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule, regulation or executive
order promulgated or enacted by any governmental authority prohibiting or otherwise restraining
performance of such obligation.



          5.2. Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company
from and against any costs and expenses, including reasonable fees and disbursements of one
counsel, or loss suffered by the Escrow Agent in connection with any liability, action, suit or
other proceeding involving any claim which in any way, directly or indirectly, arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities
held by it hereunder, other than expenses or losses arising from the bad faith, gross negligence or
willful misconduct (each as determined by a final, non-appealable judgment of a court of competent
jurisdiction) of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall
notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow
Agent, in its sole discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit
the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow
Securities pending receipt of a final, non-appealable order of a court having jurisdiction over all
of the parties hereto directing to whom and under what circumstances
the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2
shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or
5.6 below.




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          5.3. Compensation. The Escrow Agent shall be entitled to compensation from the Company for
all services rendered by the Escrow Agent hereunder as set forth on Schedule I attached hereto.
The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable
expenses and charges paid or incurred by it in the exercise, performance and administration of its
rights and duties hereunder including, but not limited to, all legal counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.




          5.4. Further Assurances. From time to time on and after the date hereof, the Company, the
Sponsor and any permitted transferee shall use commercially reasonable efforts to deliver, or cause
to be delivered, to the Escrow Agent such further documents and instruments as the Escrow Agent
shall reasonably request to carry out more effectively its obligations under this Agreement, to
evidence compliance herewith or to assure itself that it is protected in acting hereunder.




          5.5. Resignation. The Escrow Agent may resign at any time and be discharged from its duties
as escrow agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective at such time that the Escrow Agent shall turn over to a
successor escrow agent appointed by the Company the Escrow Securities held hereunder. If no new
escrow agent is so appointed within the 60 day period following the giving of such notice of
resignation, the Escrow Agent may submit an application to deposit the Escrow Securities with any
court of competent jurisdiction located in the State of Delaware or the United States District
Court for the State of Delaware, provided the Escrow Agent provides notice of such deposit to the
Company and the Sponsor in accordance with Section 6.7 hereof.




          5.6. Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its
duties as escrow agent hereunder if so requested in writing at any time by the Company and the
Sponsor, jointly, provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent or delivery of the Escrow Securities as
provided in Section 5.5.




          5.7. Liability.




               (a) Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved
from liability hereunder for its own bad faith, its own gross negligence or its own willful
misconduct (each as determined by a final, non-appealable judgment of a court of competent
jurisdiction).



               (b) The Escrow Agent shall have no duties or obligations other than those specifically set
forth in this Agreement, and in any modification or amendment hereof to which the Escrow Agent has
consented in writing, and no duties or obligations shall be implied. The Escrow Agent shall in no
circumstances be deemed to be a fiduciary to any party hereto or any other person or entity.
Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply
with or determine if any person has complied with, the Underwriting
Agreement, the Registration Statement, the Purchase Agreements, or any other agreement between
or among the parties hereto or any other person or entity beyond the specific terms hereof, even
though references thereto may be made in this Agreement.



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               (c) The statements contained herein shall be deemed to be statements of the Company or the
Sponsor, as the case may be, only and the Escrow Agent assumes no liability or responsibility for
their correctness or to verify the same.



               (d) In the absence of bad faith, gross negligence or willful misconduct (each as determined by
a final, non-appealable judgment of a court of competent jurisdiction) on its part, the Escrow
Agent shall not be liable for any action taken, suffered or omitted by it or for any error of
judgment made by it in the performance of its duties under this Agreement. In no event shall the
Escrow Agent be liable or responsible for any special, punitive, incidental, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of the losses or damages and regardless
of the form of action.



          5.8. Waiver. The Escrow Agent hereby waives any and all right, title, interest or claim of
any kind (“Claim”) in or to any distribution of the Trust Account (as defined in the Investment
Management Trust Agreement, dated [                    ], 2008, by and between the Company and Mellon
Bank, N.A. (the “Trust Agreement”)), and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided that
nothing in this Section 5.8 shall be deemed to prohibit payment by the Company of amounts owed to
the Escrow Agent pursuant to the terms of this Agreement from interest income permitted to be
withdrawn by the Company under the terms of the Trust Agreement.




          5.9. Survival. The provisions of Sections 5.1(b), 5.2, 5.3 and 5.7(c) shall survive the
termination of this Agreement and the resignation, removal or replacement of the Escrow Agent.




     Section 6. Miscellaneous.



          6.1. Governing Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware applicable to contracts executed in and to be performed in that
State. The parties hereto agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of
Delaware or the United States District Court for the State of Delaware, and the parties hereto
irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties hereto
hereby waive any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.




          6.2. Waiver of Trial by Jury. Each party hereto hereby irrevocably and unconditionally waives
the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based
on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the
transactions contemplated hereby, or the actions of the parties in the negotiation, administration,
performance or enforcement hereof.




          6.3. Third Party Consent. This Agreement and this Agreement may not be modified or changed
without the prior written consent of Maxim Group LLC, as representative of the Underwriters.




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          6.4. Entire Agreement. This Agreement contains the entire agreement of the parties hereto
with respect to the subject matter hereof and, except as expressly provided herein, may not be
changed or modified except by an instrument in writing signed by all of the parties hereto and
Maxim Group LLC.




          6.5. Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation thereof.




          6.6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and assigns. Any legal entity
into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to
which it may sell or transfer all or substantially all of its shareholder services business and
assets as a whole or substantially as a whole, or any legal entity resulting from any such
conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be
and become the successor escrow agent under this Agreement and shall have and succeed to the
rights, powers, duties, obligations, immunities and privileges of the Escrow Agent. This Agreement
and the rights and obligations of the parties hereunder may not be assigned or delegated by any
party hereto without the prior written consent of each other party hereto except as provided in
Section 5.5; provided, however, that consent is not required for an assignment to an affiliate of
the Escrow Agent, notice of which shall be given to the Company.




          6.7. Notices. Any notice or other communication required or which may be given hereunder
shall be in writing and shall be sent by United States certified or registered mail (return receipt
requested, postage prepaid), by a nationally recognized commercial courier service promising next
business day delivery (such as Federal Express), or by personal delivery. Such notice or
communication shall be deemed given (a) if mailed, two business days after the date of mailing, (b)
if sent by nationally recognized commercial courier service, one business day after being sent, and
(c) if delivered personally, when so delivered, in each case as follows:



If to the Company, to:



Sidhu Special Purpose Capital Corp.

485 Madison Avenue, 20th Floor

New York, New York 10022



Attention: Jay S. Sidhu



If to the Sponsor, to the address set forth in Exhibit A.




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And if to the Escrow Agent, to:



Mellon Investor Services LLC

Newport Officer Center VII

480 Washington Blvd.

Jersey City, New Jersey 07310



Attn: Relationship Manager



With a copy to:



Mellon Investor Services LLC

Newport Officer Center VII

480 Washington Blvd.

Jersey City, New Jersey 07310



Attn: Legal Department



A copy of any notice sent hereunder shall be sent to:



Maxim Group LLC

405 Lexington Ave., 2nd Floor

New York, New York



Attn: Paul La Rosa, Managing Director




     The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving
notice.



          6.8. Liquidation of Company. The Company shall give the Escrow Agent written notification of
the liquidation and dissolution of the Company in the event that the Company fails to consummate a
Business Combination within the time period specified in the Registration Statement.




          6.9. Counterparts. This Agreement may be executed in several counterparts, each one of which
may be delivered by facsimile transmission and each of which shall constitute an original and
together shall constitute but one instrument.




          6.10. Termination. This Agreement shall terminate on the final distribution or destruction of
all of the Escrow Securities in accordance with the terms of this Agreement.




[The remainder of this page is intentionally left blank.]




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     IN WITNESS WHEREOF, the undersigned have executed this Securities Escrow Agreement as of the
date first written above.



	 	 	 	 	 
	 	SIDHU SPECIAL PURPOSE CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MELLON INVESTOR SERVICES LLC,

as Escrow Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WNH HOLDINGS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT A




ESCROW SECURITIES DEPOSITED

BY SPONSOR




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Date of Insider	 	Number of Initial	 	Number of Sponsor
	Name and Address of Sponsor	 	Letter	 	Shares	 	Units
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	WNH Holdings, LLC

Center City Executive Centre

607 Washington Street

Reading, PA 19601
	 	 	 	 	 	 	2,587,500	 	 	 	4,252,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Attention: Joseph M. Harenza
	 	 	 	 	 	 	 	 	 	 	 	 







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