Attached files
SPECIMEN
UNIT CERTIFICATE
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NUMBER
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UNITS
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U-___________
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SEE
REVERSE FOR
CERTAIN
DEFINITIONS
CHINA
VANTAGE POINT ACQUISITION COMPANY
CUSIP
___________
UNITS
CONSISTING OF ONE SUBUNIT AND ONE-HALF OF A WARRANT,
EACH FULL
WARRANT TO PURCHASE ONE ORDINARY SHARE
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THIS
CERTIFIES THAT
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is
the owner of
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Units.
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Each Unit
(“Unit”) consists of one (1) subunit 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 (the “Expiration Date”). The
Subunits and Warrants comprising the Units
represented by this certificate will begin separate trading 90 days after the
date of the prospectus covering these securities (the “Prospectus”) or the
announcement by the underwriter of the Company’s initial public offering of the
decision to allow earlier trading; provided, however, in no event will the
underwriter allow separate trading of the Subunits and Warrants until the
Company files an audited balance sheet with the
Securities and Exchange Commission reflecting the Company’s receipt of
the gross proceeds of the offering and issues a
press release announcing when such separate trading will
begin. 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 Unit 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.
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By
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Chief
Executive Officer
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Secretary
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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:
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TEN
COM - as tenants in
common
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TEN
ENT - as tenants by the
entireties
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JT
TEN - as joint tenants with right of
survivorship
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and
not as tenants in common
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UNIF
GIFT MIN
ACT
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Custodian
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(Cust)
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(Minor)
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under
Uniform Gifts to Minors
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Act
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(State)
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Additional
Abbreviations may also be used though not in the above list.
For value
received, ___________________________ hereby sell, assign and transfer
unto
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PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE
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(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
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Units
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represented
by the within Certificate, and do hereby irrevocably constitute and
appoint
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Attorney
to transfer the said
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Units
on the books of the within named Company will full power of
substitution in the
premises.
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Dated
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NOTICE:
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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.
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2
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Signature(s)
Guaranteed:
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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).
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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 or (ii) upon a business
combination which is actually completed by the Company as set forth in the
Company’s prospectus. In no other circumstances shall the
holder have any right or interest of any kind in or to the trust
account.
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