Nocturne Acquisition Corp - FORM S-1/A - EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - February 22, 2021

Attached files

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EX-5.2 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP, COUNSEL TO THE REGISTRANT - Nocturne Acquisition Corpfs12021a1ex5-2_nocturneacq.htm
EX-99.5 - CONSENT OF MARCUS VINCENT GOMEZ - Nocturne Acquisition Corpfs12021a1ex99-5_nocturneacq.htm
EX-99.4 - CONSENT OF KASHAN PIRACHA - Nocturne Acquisition Corpfs12021a1ex99-4_nocturneacq.htm
EX-99.3 - CONSENT OF ETIENNE SNYMAN - Nocturne Acquisition Corpfs12021a1ex99-3_nocturneacq.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Nocturne Acquisition Corpfs12021a1ex99-2_nocturneacq.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Nocturne Acquisition Corpfs12021a1ex99-1_nocturneacq.htm
EX-23.1 - CONSENT OF MARCUM LLP - Nocturne Acquisition Corpfs12021a1ex23-1_nocturneacq.htm
EX-14 - FORM OF CODE OF ETHICS - Nocturne Acquisition Corpfs12021a1ex14_nocturneacq.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND NOC - Nocturne Acquisition Corpfs12021a1ex10-8_nocturneacq.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - Nocturne Acquisition Corpfs12021a1ex10-7_nocturneacq.htm
EX-10.6 - FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NOC - Nocturne Acquisition Corpfs12021a1ex10-6_nocturneacq.htm
EX-10.5 - SECURITIES SUBSCRIPTION AGREEMENT, DATED NOVEMBER 16, 2020, BETWEEN THE REGISTRA - Nocturne Acquisition Corpfs12021a1ex10-5_nocturneacq.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - Nocturne Acquisition Corpfs12021a1ex10-4_nocturneacq.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Nocturne Acquisition Corpfs12021a1ex10-3_nocturneacq.htm
EX-10.2 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, ITS OFFICERS AND DIRECTORS AND NO - Nocturne Acquisition Corpfs12021a1ex10-2_nocturneacq.htm
EX-10.1 - PROMISSORY NOTE, DATED AS OF NOVEMBER 16, 2020 ISSUED TO NOCTURNE SPONSOR, LLC - Nocturne Acquisition Corpfs12021a1ex10-1_nocturneacq.htm
EX-5.1 - OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS LEGAL COUNSEL TO THE REGISTRANT - Nocturne Acquisition Corpfs12021a1ex5-1_nocturneacq.htm
EX-4.4 - FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Nocturne Acquisition Corpfs12021a1ex4-4_nocturneacq.htm
EX-4.3 - SPECIMEN RIGHTS CERTIFICATE - Nocturne Acquisition Corpfs12021a1ex4-3_nocturneacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Nocturne Acquisition Corpfs12021a1ex4-1_nocturneacq.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Nocturne Acquisition Corpfs12021a1ex3-2_nocturneacq.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Nocturne Acquisition Corpfs12021a1ex3-1_nocturneacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Nocturne Acquisition Corpfs12021a1ex1-1_nocturneacq.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Nocturne Acquisition Corpfs12021a1_nocturneacq.htm

Exhibit 4.2

 

NUMBER C-    
     
 

_________ SHARES

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP G6580S 122

 

NOCTURNE ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
ORDINARY SHARES

 

This Certifies that is the owner of

 

FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF

 

NOCTURNE ACQUISITION CORPORATION

(THE “COMPANY”)

 

subject to the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and 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 ordinary shares if it is unable to complete a business combination by            , 2022 all as more fully described in the Company’s final prospectus dated          , 2021.

 

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

 

Witness the facsimile signatures of its duly authorized officers.

 

Chief Executive Officer Cayman Islands Secretary
     
     

 

CONTINENTAL STOCK TRANSFER
& TRUST COMPANY		    
     
     
Name:    
Title:    

 

 

 

 

NOCTURNE 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 shares 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 amended and restated memorandum and articles of association as the same may be amended from time to time, 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  
            (Cust)   (Minor)
TEN ENT — as tenants by the entireties        
                 
JT TEN — as joint tenants with right of survivorship and not as tenants in common     under Uniform Gifts to Minors Act
        (State)

 

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))
 
Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints___________________
 
Attorney to transfer the said 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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).

 

In each case, as more fully described in the Company’s final prospectus dated           , 2021, 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 (i) the Company redeems the ordinary shares sold in its initial public offering because it does not consummate an initial business combination by            , 2022, (ii) the Corporation redeems the ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as the same may be amended from time to time) to modify the substance and timing of the Company’s obligation to redeem 100% of the ordinary shares if it does not consummate and initial business combination by            , 2022, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective 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.