GEF Acquisition Corp - FORM S-1 - EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - March 11, 2016

Attached files

file filename
S-1 - S-1 - GEF Acquisition Corpv433479_s1.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - GEF Acquisition Corpv433479_ex4-3.htm
EX-4.5 - FORM OF UNIT PURCHASE OPTION BETWEEN THE REGISTRANT, EARLYBIRDCAPITAL, INC. AND MAXIM GROUP LLC - GEF Acquisition Corpv433479_ex4-5.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - GEF Acquisition Corpv433479_ex4-1.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRATION - GEF Acquisition Corpv433479_ex4-4.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - GEF Acquisition Corpv433479_ex3-1.htm
EX-3.2 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - GEF Acquisition Corpv433479_ex3-2.htm
EX-99.3 - CONSENT OF STEVE HAMRIC - GEF Acquisition Corpv433479_ex99-3.htm
EX-99.4 - FORM OF AUDIT COMMITTEE CHARTER - GEF Acquisition Corpv433479_ex99-4.htm
EX-23.1 - CONSENT OF MARCUM LLP - GEF Acquisition Corpv433479_ex23-1.htm
EX-99.5 - FORM OF COMPENSATION COMMITTEE CHARTER - GEF Acquisition Corpv433479_ex99-5.htm
EX-10.5 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND GECC HOLDINGS II, LLC - GEF Acquisition Corpv433479_ex10-5.htm
EX-10.6 - FORM OF INDEMNITY AGREEMENT - GEF Acquisition Corpv433479_ex10-6.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, GECC HOLDINGS II, LLC, H. JEFFREY LEONARD, DANIEL PRAWDA, BRIAN J. FOIST AND STUART BARKOFF - GEF Acquisition Corpv433479_ex10-1.htm
EX-99.2 - CONSENT OF CAROLINE ANGOORLY - GEF Acquisition Corpv433479_ex99-2.htm
EX-10.7 - PROMISSORY NOTE, DATED AS OF NOVEMBER 10, 2015, ISSUED TO GECC HOLDINGS II, LLC - GEF Acquisition Corpv433479_ex10-7.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT - GEF Acquisition Corpv433479_ex10-3.htm
EX-10.8 - SECURITIES SUBSCRIPTION AGREEMENT, DATED NOVEMBER 10, 2015, BETWEEN GECC HOLDINGS II, LLC AND GEF ACQUISITION CORPORATION - GEF Acquisition Corpv433479_ex10-8.htm
EX-99.1 - CONSENT OF ANDREAS Y. GRUSON - GEF Acquisition Corpv433479_ex99-1.htm
EX-10.9 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND EACH OF EARLYBIRDCAPITAL, INC. AND MAXIM GROUP LLC - GEF Acquisition Corpv433479_ex10-9.htm
EX-10.2(B) - FORM OF INDEPENDENT DIRECTOR AGREEMENT BETWEEN THE REGISTRANT AND CAROLINE ANGOORLY - GEF Acquisition Corpv433479_ex10-2b.htm
EX-10.2(A) - FORM OF INDEPENDENT DIRECTOR AGREEMENT BETWEEN THE REGISTRANT AND ANDREAS Y. GRUSON - GEF Acquisition Corpv433479_ex10-2a.htm
EX-10.2(C) - FORM OF INDEPENDENT DIRECTOR AGREEMENT BETWEEN THE REGISTRANT AND STEVE HAMRIC - GEF Acquisition Corpv433479_ex10-2c.htm
EX-14 - FORM OF CODE OF ETHICS - GEF Acquisition Corpv433479_ex14.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, GECC HOLDINGS II, LLC AND THE HOLDERS SIGNATORY THERETO - GEF Acquisition Corpv433479_ex10-4.htm

 

Exhibit 4.2

 

  NUMBER
  C
  SHARES
  SEE REVERSE FOR
  CERTAIN DEFINITIONS
  CUSIP [●]

 

GEF ACQUISITION CORPORATION

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARE

 

This Certifies that  
    
is the owner of  

 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE CLASS A ORDINARY SHARES OF

 

GEF ACQUISITION CORPORATION

(THE “COMPANY”)

 

transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

The Company will be forced to redeem all of its Class A Ordinary Shares if it is unable to complete a business combination by the date set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, all as more fully described in the Company’s final prospectus dated __________.

 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

 

Witness the seal of the Company and the facsimile signatures of its duly authorized officers.

 

    [Corporate Seal]    
Secretary   Cayman Islands   President

 

 

 

 

GEF ACQUISITION CORPORATION

 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the memorandum and articles of association of the Company and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. 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)
JT TEN —  as joint tenants with right   under Uniform Gifts to Minors
    of survivorship and not as tenants in common  

 

Additional abbreviations may also be used though not in the above list.

 

For value received,                                      hereby sells, assigns and transfers unto

 

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

 

 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

 

 
 
 

Class A Ordinary Shares represented by the within Certificate, and do hereby irrevocably constitutes and appoints

 

 

Attorney to transfer the said Class A Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

 

Dated:

 

NOTICE: THE SIGNATURE(S) 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:

By

 

  

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).

 

In each case, as more fully described in the Company’s final prospectus dated __________, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial public offering only in the event that the Company redeems the Class A Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, or if the holder(s) seek(s) to redeem for cash his, her or its respective Class A Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.