Unassociated Document


    
      THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED
HEREIN) TO ANYONE OTHER THAN (I) RODMAN & RENSHAW, LLC OR AN UNDERWRITER OR
A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A
BONA FIDE OFFICER OR PARTNER OF RODMAN & RENSHAW, LLC OR OF ANY SUCH
UNDERWRITER OR SELECTED DEALER.

      


      THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO _________, 2010 [one year from the
effective date of the registration statement]. VOID AFTER 5:00 P.M. EASTERN
TIME, ______, 2014 [five years from the effective date of the registration
statement].

      


      COMMON
STOCK PURCHASE OPTION

      


      For
the Purchase of

      


      ________
Shares of Common Stock

      


      of

      


      CAVICO
CORP.

      


      


      


      1.           Purchase
Option.

      


      THIS CERTIFIES THAT, in consideration
of $100.00 duly paid by or on behalf of ______________ (“Holder”), as registered
owner of this Purchase Option, to Cavico Corp. (the “Company”), Holder is entitled,
at any time or from time to time from ________, 2010 [one year from effective
date of the registration statement] (the “Commencement Date”), and at or
before 5:00 p.m., Eastern Time,  ______, 2014 [five years from the
effective date of the registration statement] (the “Expiration Date”), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
_____________ shares of common stock of the Company, par value $.001 per share
(the “Shares”) subject
to adjustment as provided in Section 6 hereof.  If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this
Purchase Option may be exercised on the next succeeding day which is not such a
day in accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that would terminate
the Purchase Option. This Purchase Option is initially exercisable at $____ per
Share (125% of the price of the Shares sold in the Offering) so purchased;
provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Purchase Option, including the
exercise price per Share and the number of Shares to be received upon such
exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on the
context.

      


      2.           Exercise.

      


      2.1           Exercise Form. In
order to exercise this Purchase Option, the exercise form attached hereto must
be duly executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account
designated by the Company or by certified check or official bank check. If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., Eastern time, on the Expiration Date, this Purchase Option shall become
and be void without further force or effect, and all rights represented hereby
shall cease and expire.

       

      
        
          
          

        

        
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      2.2           Legend.  Each
certificate for the securities purchased under this Purchase Option shall bear a
legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (the “Act”):

      


      “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Act”) or applicable state law.
Neither the securities nor any interest therein may be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and
applicable state law which, in the opinion of counsel to the Company, is
available.”

      


      2.3           Cashless
Exercise.

      


      2.3.1           Determination of
Amount.  In lieu of the payment of the Exercise Price
multiplied by the number of Shares which this Purchase Option is exercisable in
the manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Shares (“Conversion
Right”) as follows:  upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment by the Holder of any of the
Exercise Price in cash) that number of shares of common stock equal to the
quotient obtained by dividing (x) the “Value” (as defined below) of the portion
of the Purchase Option being converted by (y) the Current Market Price per Share
(as defined below). The “Value” of the portion of the
Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Shares
underlying the portion of this Purchase Option being converted from (b) the
Current Market Price of a Share multiplied by the number of Shares underlying
the portion of the Purchase Option being converted. As used herein, the term
“Current Market Price”
per Share at any date shall mean (i) if the Shares are listed on a national
securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
or NASD OTC Bulletin Board (or successor exchange), the last sale price of the
Shares in the principal trading market for the Shares as reported by the
exchange, Nasdaq or the NASD, as the case may be, on the last trading day
preceding the date in question; (ii) if the Shares are not listed on a national
securities exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market
or the NASD OTC Bulletin Board (or successor exchange), but is traded in the
residual over-the-counter market, the closing bid price for the Common Stock on
the last trading day preceding the date in question for which such quotations
are reported by the Pink Sheets, LLC or similar publisher of such quotations;
and (iii) if the fair market value of the Shares cannot be determined pursuant
to clause (i) or (ii) above, such price as the Board of Directors of the Company
shall determine, in good faith.

      


      2.3.2           Mechanics of Cashless
Exercise.  The Cashless Exercise Right may be exercised by the
Holder on any business day on or after the Commencement Date and not later than
the Expiration Date by delivering the Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to
the Company, exercising the Cashless Exercise Right and specifying the total
number of Units the Holder will purchase pursuant to such Cashless Exercise
Right.

      


      
        
          
          

        

        
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      3.           Transfer.

      


      3.1           General Restrictions.
The registered Holder of this Purchase Option agrees by his, her or its
acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge
or hypothecate this Purchase Option for a period of one hundred eighty (180)
days following the effective date (the “Effective Date”) of the
registration statement on Form S-1 (File No. 333-    )
pursuant to which [    ] Shares are offered for sale to the
public (the “Offering”)
to anyone other than: (i) Rodman & Renshaw, LLC (“Rodman & Renshaw”) or
an underwriter or a selected dealer participating in the Offering, or (ii) a
bona fide officer of Rodman & Renshaw or of any such underwriter or selected
dealer, in each case in accordance with FINRA Rule 5110(g)(1) or (b) cause this
Purchase Option or the securities issuable hereunder to be the subject of any
hedging, short sale, derivative, put or call transaction that would result in
the effective economic disposition of this Purchase Option or the securities
hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after one
hundred eighty (180) days from the Effective Date, transfers to others may be
made subject to compliance with or exemptions from applicable securities laws.
In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if any,
payable in connection therewith. The Company shall, within five business days,
transfer this Purchase Option on the books of the Company and shall execute and
deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Shares purchasable hereunder or such portion of such number as shall
be contemplated by any such assignment.

      


      3.2           Restrictions Imposed by the
Act. The securities evidenced by this Purchase Option shall not be
transferred unless and until: (i) the Company has received the opinion of
counsel for the Holder that the securities may be transferred pursuant to an
exemption from registration under the Act and applicable state securities laws,
the availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Loeb & Loeb LLP
shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of such securities has been filed by
the Company and declared effective by the Securities and Exchange Commission
(the “Commission”) and compliance with applicable state securities law has been
established.

      


      4. Registration
Rights

      


      4.1           Demand
Registration.

      


      4.1.1           Grant of Right. The
Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least
51% of the Purchase Options and/or the underlying Shares (“Majority Holders”),
agrees to register, on two occasions (at least twelve months apart), all or any
portion of the Shares underlying the Purchase Options (collectively the
“Registrable Securities”). On such occasions, the Company will file a
registration statement with the Commission covering the Registrable Securities
within sixty (60) days after receipt of a Demand Notice and use its best efforts
to have the registration statement declared effective promptly thereafter,
subject to compliance with review by the Commission; provided, however, that the
Company shall not be required to comply with a Demand Notice if the Company has
filed a registration statement with respect to which the Holder is entitled to
piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the
Holder has elected to participate in the offering covered by such registration
statement or (ii) if such registration statement relates to an underwritten
primary offering of securities of the Company, until the offering covered by
such registration statement has been withdrawn or until thirty (30) days after
such offering is consummated. The demands for registration may be made at any
time during a period of four (4) years beginning one (1) year from the Effective
Date. The Company covenants and agrees to give written notice of its receipt of
any Demand Notice by any Holder(s) to all other registered Holders of the
Purchase Options and/or the Registrable Securities within ten (10) days from the
date of the receipt of any such Demand Notice.

       

      
        
          
          

        

        
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      4.1.2           Terms. The Company
shall bear all fees and expenses attendant to the first registration of the
Registrable Securities pursuant to Section 4.1.1, including the expenses of any
legal counsel selected by the Holders to represent them in connection with the
sale of the Registrable Securities, but the Holders shall pay any and all
underwriting commissions related to the Registrable Securities. The Holders
shall bear all fees and expenses (including all underwriting commissions and the
expenses of any legal counsel selected by the Holders to represent them) in
connection with the second registration of the Registrable Securities described
in Section 4.1.1 hereof. The Company agrees to use its best efforts to cause the
filing required herein to become effective promptly and to qualify or register
the Registrable Securities in such States as are reasonably requested by the
Holder(s); provided, however, that in no event shall the Company be required to
register the Registrable Securities in a State in which such registration would
cause: (i) the Company to be obligated to register or license to do business in
such State or submit to general service of process in such State, or (ii) the
principal shareholders of the Company to be obligated to escrow their shares of
capital stock of the Company. The Company shall cause any registration statement
filed pursuant to the demand right granted under Section 4.1.1 to remain
effective for a period of at least twelve consecutive months from the date that
the Holders of the Registrable Securities covered by such registration statement
are first given the opportunity to sell all of such securities. The Holders
shall only use the prospectuses provided by the Company to sell the shares
covered by such registration statements, and will immediately cease to use any
prospectus furnished by the Company if the Company advises the Holder that such
prospectus may no longer be used due to a material misstatement or
omission.

      


      4.2           “Piggy-Back”
Registration.

      


      4.2.1           Grant of Right. In
addition to the demand right of registration, described in Section 4.1 hereof
the Holder shall have the right, for a period of six (6) years commencing one
(1) year from the Effective Date, to include the Registrable Securities as part
of any other registration of securities filed by the Company (other than in
connection with a transaction contemplated by Rule 145(a) promulgated under the
Act or pursuant to Form S-8 or any equivalent form); provided, however, that if,
solely in connection with any primary underwritten public offering for the
account of the Company, the managing underwriter(s) thereof shall, in its
reasonable discretion, impose a limitation on the number of shares of Common
Stock which may be included in the Registration Statement because, in such
underwriter(s)’ judgment, marketing or other factors dictate such limitation is
necessary to facilitate public distribution, then the Company shall be obligated
to include in such Registration Statement only such limited portion of the
Registrable Securities with respect to which the Holder requested inclusion
hereunder as the underwriter shall reasonably permit. Any exclusion of
Registrable Securities shall be made pro rata among the Holders seeking to
include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the
Company shall not exclude any Registrable Securities unless the Company has
first excluded all outstanding securities, the holders of which are not entitled
to inclusion of such securities in such Registration Statement or are not
entitled to pro rata inclusion with the Registrable Securities.

      


      4.2.2           Terms.                      The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities pursuant to Section 4.2.1 hereof, including the expenses
of any legal counsel selected by the Holders to represent them in connection
with the sale of the Registrable Securities, but the Holders shall pay any and
all underwriting commissions related to the Registrable Securities. In the event
of such a proposed registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than thirty (30) days written
notice prior to the proposed date of filing of such registration statement. Such
notice to the Holders shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have
been sold by the Holder. The holders of the Registrable Securities shall
exercise the “piggy-back” rights provided for herein by giving written notice,
within ten (10) days of the receipt of the Company’s notice of its intention to
file a registration statement. The Company shall cause any registration
statement filed pursuant to the demand right granted under Section 4.2.1 to
remain effective for a period of at least twelve consecutive months from the
date that the Holders of the Registrable Securities covered by such registration
statement are first given the opportunity to sell all of such
securities.

       

      
        
          
          

        

        
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      4.3           General
Terms.

      


      4.3.1           Indemnification. The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any claim
whatsoever, whether arising out of any action between the any of the
Underwriters and the Company or between the any of the Underwriters and any
third party or otherwise) to which any of them may become subject under the Act,
the Exchange Act or otherwise, arising from such registration statement but only
to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the Underwriters contained in Section 5.1 of
the underwriting agreement between Rodman & Renshaw and the Company, dated
as of _______________, 2009 (the “Underwriting Agreement”). As
used herein, “Underwriters” shall mean,
collectively, Rodman & Renshaw and the other underwriters named on Schedule
1 of the Underwriting Agreement for which Rodman & Renshaw is acting as
representative. The Holder(s) of the Registrable Securities to be sold pursuant
to the Offering, and their successors and assigns, shall severally, and not
jointly, indemnify the Company, against all loss, claim, damage, expense or
liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the
provisions contained in Section 5.2 of the Underwriting Agreement pursuant to
which the Underwriters have agreed to indemnify the Company.

      


      4.3.2           Exercise of Purchase Options
. Nothing contained in this Purchase Option shall be construed as
requiring the Holder(s) to exercise their Purchase Options prior to or after the
initial filing of any registration statement or the effectiveness
thereof.

       

      4.3.3           Documents Delivered to
Holders. The Company shall furnish to each Holder participating in any of
the foregoing offerings and to each underwriter of any such offering, if any, a
signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion
of counsel to the Company, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement
related thereto), and (ii) a “cold comfort” letter dated the effective date of
such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a report
on the Company’s financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of
such accountants’ letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter, if any, copies of all
correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement and permit each Holder and underwriter to
do such investigation, upon reasonable advance notice, with respect to
information contained in or omitted from the registration statement as it deems
reasonably necessary to comply with applicable securities laws or rules of
FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such extent and at such times as any such Holder
shall request.

       

      
        
          
          

        

        
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      4.3.4           Underwriting
Agreement. The Company shall enter into an underwriting agreement with
the managing underwriter(s), if any, selected by any Holders whose Registrable
Securities are being registered pursuant to this Section 4, which managing
underwriter shall be reasonably satisfactory to the Company. Such agreement
shall be reasonably satisfactory in form and substance to the Company, each
Holder and such managing underwriters, and shall contain such representations,
warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The
Holders shall be parties to any underwriting agreement relating to an
underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders, their Shares and their
intended methods of distribution.

      


      4.3.5           Documents to be Delivered by
Holder(s). Each of the Holder(s) participating in any of the foregoing
offerings shall furnish to the Company a completed and executed questionnaire
provided by the Company requesting information customarily sought of selling
securityholders.

      


      4.3.6           Damages. Should the
registration or the effectiveness thereof required by Sections 4.1 and 4.2
hereof be delayed by the Company or the Company otherwise fails to comply with
such provisions, the Holder(s) shall, in addition to any other legal or other
relief available to the Holder(s), be entitled to obtain specific performance or
other equitable (including injunctive) relief against the threatened breach of
such provisions or the continuation of any such breach, without the necessity of
proving actual damages and without the necessity of posting bond or other
security.

      


      5.           New Purchase Option to be
Issued.

      


      5.1           Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase
Option may be exercised or assigned in whole or in part. In the event of the
exercise or assignment hereof in part only, upon surrender of this Purchase
Option for cancellation, together with the duly executed exercise or assignment
form and funds sufficient to pay any Exercise Price and/or transfer tax if
exercised pursuant to Section 2.1 hereto, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to which this
Purchase Option has not been exercised or assigned.

      


      5.2           Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option
executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.

       

      
        
          
          

        

        
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      6.           Adjustments.

      


      6.1           Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of
Shares underlying the Purchase Option shall be subject to adjustment from time
to time as hereinafter set forth:

      


      6.1.1           Stock Dividends; Split
Ups. If after the date hereof, and subject to the provisions of Section
6.3 below, the number of outstanding Shares of the Company is increased by a
stock dividend payable in Shares or by a split up of Shares or other similar
event, then, on the effective day thereof, the number of Shares of the Company
purchasable hereunder shall be increased in proportion to such increase in
outstanding shares.

      


      6.1.2           Aggregation of
Shares. If after the date hereof, and subject to the provisions of
Section 6.3, the number of outstanding Shares is decreased by a consolidation,
combination or reclassification of shares of common stock or other similar
event, then, on the effective date thereof, the number of Shares purchasable
hereunder shall be decreased in proportion to such decrease in outstanding
Shares.

      


      6.1.3           Replacement of Securities
upon Reorganization, etc. In case of any reclassification or
reorganization of the outstanding Shares other than a change covered by Section
6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares, or in
the case of any share reconstruction or amalgamation or consolidation of the
Company with or into another corporation (other than a consolidation or share
reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, share reconstruction or amalgamation, or consolidation, or upon
a dissolution following any such sale or transfer, by a Holder of the number of
Shares obtainable upon exercise of this Purchase Option immediately prior to
such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant
to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other
transfers.

      


      6.1.4           Changes in Form of Purchase
Option. This form of Purchase Option need not be changed because of any
change pursuant to this Section, and any Purchase Option issued after such
change may state the same Exercise Price and the same number of Shares as are
stated in any Purchase Option initially issued pursuant to this Agreement. The
acceptance by any Holder of the issuance of a new Purchase Option reflecting a
required or permissive change shall not be deemed to waive any rights to an
adjustment occurring after the Commencement Date or the computation
thereof.

      


      6.2           Substitute Purchase
Option. In case of any consolidation of the Company with, or share
reconstruction or amalgamation of the Company with or into, another corporation
(other than a consolidation or share reconstruction or amalgamation which does
not result in any reclassification or change of the outstanding Shares), the
corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Option providing
that the holder of each Purchase Option then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase
Option) to receive, upon exercise of such Purchase Option, the kind and amount
of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation, by a holder of the number
of Shares for which such Purchase Option might have been exercised immediately
prior to such consolidation, share reconstruction or amalgamation, sale or
transfer. Such supplemental Purchase Option shall provide for adjustments which
shall be identical to the adjustments provided in Section 6.1. The above
provision of this Section shall similarly apply to successive consolidations or
share reconstructions or amalgamations.

       

      
        
          
          

        

        
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      6.3           Elimination
of Fractional Interests. The Company shall not be required to issue certificates
representing fractions of shares upon the exercise of this Purchase Option, nor
shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down, as the case may be, to
the nearest whole number of Shares or other securities, properties or
rights.

      


      7.           Reservation and
Listing. The Company shall at all times reserve and keep available out of
its authorized Shares, solely for the purpose of issuance upon exercise of the
Purchase Options or any substitute Purchase Options issued pursuant to Section
6, such number of Shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Purchase Options and payment of the Exercise Price therefor, in
accordance with the terms hereby, all Shares and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder.  As long as
the Purchase Options shall be outstanding, the Company shall use its
commercially reasonable efforts to cause all shares of common stock issuable
upon exercise of the Purchase Options to be listed (subject to official notice
of issuance) on all securities exchanges (or, if applicable on the Nasdaq Global
Market, the Nasdaq Capital Market, the OTC Bulletin Board or any successor
trading market) on which the shares of common stock issued to the public in the
Offering may then be listed and/or quoted.

      


      8.           Certain Notice
Requirements.

      


      8.1           Holder’s Right to Receive
Notice. Nothing herein shall be construed as conferring upon the Holders
the right to vote or consent or to receive notice as a stockholder for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company. If, however, at any time prior to the expiration
of the Purchase Options and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall
give written notice of such event at least fifteen days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or
exchange of securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case
may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other stockholders of the Company at the same
time and in the same manner that such notice is given to the
stockholders.

      


      8.2           Events Requiring
Notice. The Company shall be required to give the notice described in
this Section 8 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Shares for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a
cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the
books of the Company, (ii) the Company shall offer to all the holders of its
Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a
consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property, assets and business shall be
proposed.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      8.3           Notice of Change in Exercise
Price. The Company shall, promptly after an event requiring a change in
the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of
such event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be
certified as being true and accurate by the Company’s President and Chief
Financial Officer.

      


      8.4           Transmittal of
Notices. All notices, requests, consents and other communications under
this Purchase Option shall be in writing and shall be deemed to have been duly
made when hand delivered, or mailed by express mail or private courier service:
(i) If to the registered Holder of the Purchase Option, to the address of such
Holder as shown on the books of the Company, or (ii) if to the Company, to the
following address or to such other address as the Company may designate by
notice to the Holders:

       

      
        
          
            	 
      	
                    [                       ]

                  
	 
      	
                    c/o
      Cavico Corp.

                  
	 
      	
                    1701
      Beach Blvd., Suite 1230

                  
	 
      	
                    Huntington
      Beach, California 92647

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    With
      a copy to:

                  
	 
      	 
      
	 
      	
                    [                         ]

                  


          

        

      

      


      9.           Miscellaneous.

      


      9.1           Amendments. The
Company and Rodman & Renshaw may from time to time supplement or amend this
Purchase Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
and Rodman & Renshaw may deem necessary or desirable and that the Company
and Rodman & Renshaw deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent
of and be signed by the party against whom enforcement of the modification or
amendment is sought.

      


      9.2           Headings. The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Option.

      


      9.3.           Entire Agreement.
This Purchase Option (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Option) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.

      


      9.4           Binding Effect. This
Purchase Option shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Option or any provisions herein
contained.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      9.5           Governing Law; Submission to
Jurisdiction. This Purchase Option shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this
Purchase Option shall be brought and enforced in the courts of the State of New
York or of the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree
that the prevailing party(ies) in any such action shall be entitled to recover
from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the
preparation therefor.

      


      9.6           Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

      


      9.7           Execution in
Counterparts. This Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Such counterparts may be delivered by
facsimile transmission or other electronic transmission.

      


      9.8           Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Option,
Holder agrees that, at any time prior to the complete exercise of this Purchase
Option by Holder, if the Company and Rodman & Renshaw enter into an
agreement (“Exchange Agreement”) pursuant to which they agree that all
outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.

      


      IN WITNESS WHEREOF, the Company has
caused this Purchase Option to be signed by its duly authorized officer as of
the ___ day of _________, 2009.

      


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      


      Form to
be used to exercise Purchase Option:

      


      Cavico
Corp.

      17011
Beach Blvd., Suite 1230

      Huntington
Beach, California 92647

      Attn:
[             ]

      


      


      Date:
__________, 200__

      


      


      The
undersigned hereby elects irrevocably to exercise the within Purchase Option and
to purchase ______ Shares of Cavico Corp. and hereby makes payment of $
___________  (at the rate of $________ per Share) in payment of the
Exercise Price pursuant thereto. Please issue the Shares as to which this
Purchase Option is exercised in accordance with the instructions given
below.

      


      or

      


      The
undersigned hereby elects irrevocably to convert its right to purchase ______
Shares purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” of $______
based on a “Market Price” of $______). Please issue the Shares as to which this
Purchase Option is exercised in accordance with the instructions given
below.

      


       

      
        
          

        
Signature

      


      


      
        
Signature
Guaranteed

      


      


      


      


      INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

      


      Name:

       

       

      
        
(Print in
Block Letters)

      


      Address:

      


      


      


      NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Option in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.

      Form to
be used to assign Purchase Option:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      


      ASSIGNMENT

      


      (To be
executed by the registered Holder to effect a transfer of the within Purchase
Option):

      


      


      


      


      FOR VALUE
RECEIVED, __________________________________ does hereby sell, assign and
transfer unto ___________________________the right to purchase Shares of Cavico
Corp. (“Company”) evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the
Company.

      


      


      


      Dated:
_____________, 200_

      


      


      


      


      
        
Signature

      


      


      
        
Signature
Guaranteed

      


      


      


      


      


      


      


      NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Option in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.

       

       

      
        
          
          

        

        
          12