[Specimen Common Stock Certificate]

Contract Categories: Business Finance - Stock Agreements
EX-4.2 3 dex42.htm SPECIMEN COMMON STOCK CERTIFICATE Specimen Common Stock Certificate

Exhibit 4.2

[Specimen Common Stock Certificate]

 

NUMBER        SHARES

 

       

                         

RAYCLIFF ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware

 

  COMMON STOCK   CUSIP                 
   

SEE REVERSE FOR

CERTAIN DEFINITIONS

 

This Certifies that

  

 

   is the
registered holder of  

 

  

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

EACH OF THE COMMON STOCK OF

RAYCLIFF ACQUISITION CORP.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

The Corporation will be forced to liquidate if it is unable to complete a business combination by                     , 20     (or                     , 20     if the Extended Period is approved), all as more fully described in the Corporation’s amended and restated certificate of incorporation.

This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:                                         

Corporate Seal

Delaware

 

 

    

 

PRESIDENT

     SECRETARY

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 tenant in common     UNIF GIFT MIN ACT  

 

   Custodian  

 

        (Cust)     (Minor)

TEN ENT

   tenants by the entireties       Under Uniform Gifts to Minors Act:
       

 

  
        (State)

JT TEN

   as joint tenants with right of survivorship and not as tenants in common          

Additional abbreviations may also be used though not in the above list.

Raycliff Acquisition Corp.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

For value received,                                          hereby sell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                          shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                          Attorney to transfer said stock on the books of the within named Company with full power of substitution in the premises.

 

Dated

  

                                          

    

 

      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.

Signatures(s) Guaranteed:

 

THE SIGNATURE(S) SHOULD 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 Corporation’s trust account only in the event of a liquidation of the Corporation upon failure to consummate a business combination or if the holder seeks to convert his, her or its respective shares into cash upon (i) the approval of a proposal by the stockholders of the Corporation to extend the Corporation’s corporate existence which he, she or it voted against and which is actually approved by the Corporation or (ii) a business combination which he, she or it voted against and which is actually completed by the Corporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.