NUMBER

              ________-

            	 	
              (SEE
                REVERSE SIDE FOR LEGEND)

              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 

              5:00
                P.M. NEW YORK CITY TIME, __________, 2010

            	 	
              WARRANTS

            


    

     

    EAST
      INDIA COMPANY ACQUISITION CORP.

    CUSIP
      ____________            

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2010 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of East India Company Acquisition Corp.,
      a Delaware corporation (the “Company”), for each Warrant evidenced by this
      Warrant Certificate. The Warrant entitles the holder thereof to purchase from
      the Company, commencing on the later of (i) the Company’s completion of a
      merger, capital stock exchange, asset acquisition or other similar business
      combination and (ii) ______________, 2007, such number of Shares of the Company
      at the price of $5.00 per share, upon surrender of this Warrant Certificate
      and
      payment of the Warrant Price at the office or agency of the Warrant Agent,
      Continental Stock Transfer & Trust Company, but only subject to the
      conditions set forth herein and in the Warrant Agreement between the Company
      and
      Continental Stock Transfer & Trust Company. The
      Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant and shall have no obligation to settle a Warrant exercise
      unless a registration statement under the Securities Act of 1933, as amended,
      (the “Act”) with respect to the Common Stock is effective, subject to the
      Company satisfying its obligations under Section 7.4 of the Warrant Agreement
      to
      use its best efforts. In the event that a registration statement with respect
      to
      the Common Stock underlying a Warrant is not effective under the Act, the holder
      of such Warrant shall not be entitled to exercise such Warrant and such Warrant
      may have no value and expire worthless. In no event will the Company be required
      to net cash settle the warrant exercise.
      The Warrant Agreement provides that upon the occurrence of certain events
      the Warrant Price and the number of Warrant Shares purchasable hereunder, set
      forth on the face hereof, 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 may be purchased at the time the Warrant is
      exercised.

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      holder.

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares 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.

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with the prior consent of EarlyBirdCapital, Inc., with a notice of
      call in writing to the holders of record of the Warrant, giving 30 days’ notice
      of such call at any time after the Warrant becomes exercisable if the last
      sale
      price of the Shares has been at least $8.50 per share on each of 20 trading
      days
      within any 30 trading day period ending on the third business day prior to
      the
      date on which notice of such call is given. The call price of the Warrants
      is to
      be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
      Company by the end of the date specified in the notice of call shall be canceled
      on the books of the Company and have no further value except for the $.01 call
      price.

     

    By

    


    
      	 	
              ________________________________

            	 	______________________________	 
	 	
              Secretary

            	
               

            	
              Chairman
                of the Board 

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SUBSCRIPTION
      FORM

    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 A
        COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
        EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
        EXCHANGE.