Attached files
SPECIMEN
SUBUNIT CERTIFICATE
NUMBER
|
SUBUNITS
|
U-___________
|
|
SEE
REVERSE FOR
CERTAIN
DEFINITIONS
|
CHINA
VANTAGE POINT ACQUISITION COMPANY
CUSIP
___________
SUBUNITS
CONSISTING OF ONE ORIDNARY SHARE AND ONE-HALF OF A WARRANT,
EACH FULL
WARRANT TO PURCHASE ONE ORDINARY SHARE
THIS CERTIFIES THAT
|
|||
is the owner of
|
Subnits.
|
Each
Subunit (“Subunit”) consists of one (1) ordinary share, par value $0.001
(“Ordinary Share”) of CHINA VANTAGEPOINT ACQUISITION COMPANY, a Cayman Islands
corporation (the “Company”), and one-half of a warrant (the “Warrant”). Each
full Warrant entitles the holder to purchase one (1) Ordinary Share for $5.00
per share (subject to adjustment). Each Warrant will become
exercisable on the later of (i) the Company’s consummation of an initial
business combination with one or more target businesses and (ii) ____________,
2011 [ONE YEAR FROM THE DATE OF THE IPO PROSPECTUS], and will expire unless
exercised before the earlier of (i) 5:00 p.m., New York City Time, on the
three-year anniversary of the consummation of an initial business combination,
(ii) the Company’s liquidation or (iii) redemption of the Warrants (the
“Expiration Date”). The Ordinary Shares and Warrants comprising the Subunits represented by
this certificate will separate automatically upon the consummation of a business
combination as described in the prospectus covering these securities (the
“Prospectus”). The terms of the Warrants are governed by a Warrant
Agreement, dated as of _______, 2011, 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
____________________, 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. This Subunit is governed
by the laws of the Cayman Islands.
Witness
the facsimile seal of the Company and the facsimile signature of its duly
authorized officers.
By
|
|
|
|
Chief
Executive Officer
|
Secretary
|
CHINA
VANTAGEPOINT ACQUISITION COMPANY
CORPORATE
SEAL
2010
CAYMAN
ISLANDS
CHINA
VANTAGEPOINT ACQUISITION COMPANY
The
Company will furnish without charge to each shareholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the
Company and the qualifications, limitations, or restrictions of such preferences
and/or rights.
The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM - as tenants in
common
|
|
TEN
ENT - as tenants by the
entireties
|
|
JT
TEN - as joint tenants with right of survivorship
and not as tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
|
|||
(Cust)
|
(Minor)
|
|||
under
Uniform Gifts to Minors
|
Act
|
||
(State)
|
Additional
Abbreviations may also be used though not in the above list.
For value
received, ___________________________ hereby sell, assign and transfer
unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
|
|
(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
|
|
Subunits
|
||
represented
by the within Certificate, and do hereby irrevocably constitute and
appoint
|
||
Attorney
|
||
to
transfer the said Subunits on the books of the within named Company will full
power of substitution in the
premises.
|
Dated
|
|
|||
NOTICE:
|
The
signature to this assignment must correspond with the name as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change
whatever.
|
2
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).
|
The
holder of this certificate shall be entitled to receive funds from the trust
account only in the event of (i) the Company’s liquidation upon a failure to
consummate a business combination, (ii) if the holder redeems his Subunits for
cash in connection with a business combination or (iii) if the holder sells his
subunits to the Company prior to the consummation of a business combination as
described in the prospectus covering these securities. In no other circumstances
shall the holder have any right or interest of any kind in or to the trust
account.
3