Attached files
SPECIMEN
UNIT CERTIFICATE
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NUMBER
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UNITS
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U-___________
SEE
REVERSE FOR
CERTAIN
DEFINITIONS
CHINA
VANTAGE POINT ACQUISITION COMPANY
CUSIP
___________
UNITS
CONSISTING OF ONE SUBUNIT AND ONE-HALF OF A WARRANT
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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 (“Subunit”) of CHINA VANTAGEPOINT
ACQUISITION COMPANY, a Cayman Islands corporation (the “Company”), and one-half
of a warrant (the “Warrant”). Each Subunit consists of one ordinary share, par
value $0.001 (“Ordinary Share”) and one-half of a 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 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:
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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Units
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represented
by the within Certificate, and do hereby irrevocably constitute and
appoint
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Attorney
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to
transfer the said 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
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.
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