Attached files
Exhibit 4.1
HICKS ACQUISITION COMPANY II, INC.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT
is the owner of
Units.
Each Unit (Unit) consists of one (1) share of common stock, par value $0.0001 per share
(Common Stock), of Hicks Acquisition Company II, Inc., a Delaware corporation (the Company),
and one warrant (the Warrants). Each Warrant entitles the holder to purchase one (1) share
(subject to adjustment) of Common Stock for $12.00 per share (subject to adjustment). Each Warrant
will become exercisable on the later of (i) thirty (30) days after the Companys completion of a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses (each a
Business
Combination), or (ii) twelve (12) months from the closing of
Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City
Time, on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The
Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to , 20___, unless Citigroup Global Markets Inc. elects to allow separate
trading earlier, subject to the Companys filing of a current Report on Form 8-K with the
Securities and Exchange Commission containing an audited balance sheet reflecting the Companys
receipt of the gross proceeds of the offering and issuing a press release announcing when separate
trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of
, 2010, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent,
and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and
are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the
Company.
Witness the facsimile signature of its duly authorized officers.
Secretary
|
President |
Hicks Acquisition Company II, Inc.
The Corporation will furnish without charge to each stockholder who so requests, a statement
of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM
|
| as tenants in common | UNIF GIFT MIN ACT | | Custodian | |||||
TEN ENT
|
| as tenants by the entireties | (Cust) (Minor) under Uniform Gifts to Minors |
|||||||
JT TEN
|
| as joint tenants with right of survivorship and not as tenants in common | Act | |||||||
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Units
represented by the within Certificate, and do hereby irrevocably
constitute and appoint
Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.
Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.
Dated
Notice: | The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. | |||
Signature(s) Guaranteed: |
||||
THE SIGNATURE(S) MUST BE
GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C.
RULE 17Ad-15). |