Specimen Ordinary Share Certificate

Contract Categories: Business Finance - Share Agreements
EX-4.2 6 tm2033264d3_ex4-2.htm EXHIBIT 4.2

 

 Exhibit 4.2

 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

 

NUMBER SHARES

 

Frazier Lifesciences Acquisition Corporation

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

 

CLASS A ORDINARY SHARES

 

SEE REVERSE FOR

CERTAIN DEFINITIONS

 

CUSIP – G3710A 105

 

This certifies that           is the owner of

 

FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF Frazier Lifesciences 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 Class A ordinary shares if it is unable to complete a business combination within the 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, all as more fully described in the Company’s final prospectus dated            , 2020.

 

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

 

Witness the facsimile signatures of its duly authorized officers.

 

Dated:  __________

 

By:      
  Chief Executive Officer Chief Financial Officer

 

 

 

 

Frazier Lifesciences 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 Company’s 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 Class A ordinary shares (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 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 does hereby irrevocably constitute and appoint            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:

  
   
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 EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).  

 

In each case, as more fully described in the Company’s final prospectus dated                 , 2020,        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 the Company’s initial public offering only (i) in the event of the redemption of the Company’s Class A ordinary shares sold in its initial public offering if the Company does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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 to or in the trust account.