Form of Specimen CAPSTM Certificate
SEE REVERSE FOR CERTAIN DEFINITIONS
PERIPHAS CAPITAL PARTNERING CORPORATION
CAPS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE
WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT is the owner of CAPS.
Each CAPS (CAPS) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of Periphas Capital Partnering Corporation, a Delaware corporation (the Company), and one-quarter (1/4) of one warrant (a Warrant). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $28.75 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Partnering Transaction with one or more businesses (each a Partnering Transaction), or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Partnering Transaction, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock and Warrants comprising the CAPS represented by this certificate are not transferable separately prior to , 2020 unless Evercore Group L.L.C. elects to allow separate trading earlier, subject to the Companys filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Companys initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the CAPS. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2020, 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 1 State Street, 30th Floor, New York, New York 10004, 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 certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
|Secretary||Chief Financial Officer|
Periphas Capital Partnering Corporation
The Company will furnish without charge to each holder of CAPS 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||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|
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 OF ASSIGNEE|
|(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)|
|CAPS represented by the within Certificate,|
|and does hereby irrevocably constitute and appoint Attorney|
|to transfer the said CAPS on the books of the within named Company with full power of|
|substitution in the premises.|
|Notice: 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.|
|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 (OR ANY SUCCESSOR RULE).|
In each case, as more fully described in the Companys 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 its initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates because it does not consummate an initial Partnering Transaction within the period of time set forth in the Companys amended and restated certificate of incorporation, as the same may be amended from time to time, (ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Companys amended and restated certificate of incorporation to modify the substance or timing of the Companys obligation to redeem 100% of the Common Stock if it does not consummate an initial Partnering Transaction within the period of time set forth in the Companys amended and restated certificate of incorporation, as the same may be amended from time to time, or with respect to any other provisions relating to the rights of holders of Common Stock, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial Partnering Transaction) setting forth the details of a proposed initial Partnering Transaction. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.