Attached files
SPECIMEN
SUBUNIT CERTIFICATE
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NUMBER
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SUBUNITS
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U-___________
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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
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THIS CERTIFIES THAT
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is the owner of
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Subnits.
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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 (the “Expiration Date”). The
Ordinary Shares and Warrants comprising the
Subnits represented by this certificate will begin 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.
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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:
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
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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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Subunits
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represented
by the within Certificate, and do hereby irrevocably constitute and
appoint
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Attorney
to
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transfer the
said Subunits 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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