Specimen Class A Common Stock Certificate

Contract Categories: Business Finance - Stock Agreements
EX-4.2 7 tm217487d7_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2

 

NUMBER SHARES
C-  

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP [  ]

 

RF ACQUISITION CORP.

 

CLASS A COMMON STOCK

 

THIS CERTIFIES THAT                                is the owner of               share(s) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of RF Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

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

 

Witness the facsimile signature of a duly authorized signatory of the Company.

 

Authorized Signatory   Transfer Agent
     
     

 

RF Acquisition Corp.

 

The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares of Class A Common Stock represented thereby are issued and shall be held subject to all the provisions of the Amended and Restated Certificate of Incorporation of the Company and all amendments thereto 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        
            Under Uniform Gifts to Minors Act

JT TEN

 

—

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

        
      (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))

  

Class A Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint

 

Attorney to transfer the said shares of Class A Common 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.

 

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)).  

  

As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering dated                                , 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 in the event that (i) the Company redeems the shares of Class A Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective shares of Class A Common Stock represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination or (y) a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the shares of Class A Common Stock if it does not consummate an initial business combination within the time set forth in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.