GP INVESTMENTS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMANISLANDS ORDINARY SHARES

EX-4.2 4 v407448_ex4-2.htm EXHIBIT 4.2

 

Exhibit 4.2

 

    NUMBER
    C
    SHARES
    SEE REVERSE FOR
    CERTAIN DEFINITIONS
    CUSIP [●]

 

GP INVESTMENTS ACQUISITION CORP.

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 $.0001 EACH OF

 

GP INVESTMENTS ACQUISITION CORP.

(THE “COMPANY”)

 

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 ___________, 20___ as more fully described in the Company’s final prospectus dated             , 2015.

 

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

 

Witness facsimile signatures of its duly authorized officers.

 

Chairman       Chief Executive Officer
         
         

 

 

 

GP INVESTMENTS ACQUISITION CORP.

 

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 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                                  
TEN ENT —   as tenants by the entireties   (Cust)     (Minor)
JT TEN —   as joint tenants with right   under Uniform Gifts to Minors
      of survivorship and not as tenants in common        
          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 of the capital stock represented by the Certificate, and hereby irrevocably constitutes and appoints
 
 
Attorney to transfer the said stock 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).

 

In each case, as more fully described in the Company’s final prospectus dated             , 2015, 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 the Company redeems the ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by __________, 20__ or if an amendment is approved to Article 48.4(a) of the Company's memorandum and articles of association that would affect the substance or timing of the Company's obligation to redeem the shares issued in its initial public offering if the Company did not complete its business combination within 24 months from closing of the initial public offering or 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.