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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/21/16 FGL Holdings S-1 22:3.8M Toppan Vite NY Inc./FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 988K
2: EX-3.2 Amended and Restated Memorandum HTML 185K
3: EX-4.1 Specimen Unit Certificate HTML 20K
4: EX-4.2 Specimen Ordinary Share Certificate HTML 18K
5: EX-4.3 Specimen Warrant Certificate HTML 25K
6: EX-4.4 Form of Warrant Agreement HTML 118K
7: EX-10.1 Form of Letter Agreement HTML 41K
16: EX-10.10 Forward Purchase Agreement HTML 585K
8: EX-10.2 Form of Investment Management Trust Agreement HTML 80K
9: EX-10.3 Form of Registration Rights Agreement HTML 92K
10: EX-10.4 Form of Private Placement Warrants Purchase HTML 39K
Agreement
11: EX-10.5 Form of Indemnity Agreement HTML 92K
12: EX-10.6 Promissory Note HTML 20K
13: EX-10.7 Securities Subscription Agreement HTML 47K
14: EX-10.8 Form of Administrative Services Agreement HTML 16K
15: EX-10.9 Form of Forward Purchase Agreement HTML 532K
17: EX-14 Form of Code of Ethics HTML 30K
18: EX-23.1 Consent of Withumsmith+Brown, Pc. HTML 10K
19: EX-99.1 Consent of Richard N. Massey HTML 9K
20: EX-99.2 Consent of James A. Quella HTML 9K
21: EX-99.4 Form of Audit Committee Charter HTML 31K
22: EX-99.5 Form of Compensation Committee Charter HTML 26K
Exhibit 4.2
| NUMBER | |
| C | |
| SHARES | |
| SEE REVERSE FOR | |
| CERTAIN DEFINITIONS | |
| CUSIP [●] |
CF CORPORATION
INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS A ORDINARY SHARE
| This Certifies that | |
| is the owner of |
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A ORDINARY SHARES OF
CF CORPORATION
(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 Class A Ordinary Shares if it is unable to complete a business combination by the date 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 __________.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
| [Corporate Seal] | ||||
| Secretary | Cayman Islands | President |
C:
CF 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 equity 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 memorandum and articles of association 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 ____ | |
| 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 | |||||
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 Ordinary Shares represented by the within Certificate, and do hereby irrevocably constitutes and appoints
Attorney to transfer the said Class A Ordinary 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:
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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).
In each case, as more fully described in the Company’s final prospectus 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 its initial public offering only in the event that the Company redeems the Class A Ordinary Shares 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 Memorandum and Articles of Association, as the same may be amended from time to time if the
C:
Company redeems the Class A Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association that would affect substance or timing of the Company's obligation to redeem 100% of the Class A Ordinary Shares if it does not consummate an initial business combination within 24 months from the closing of its initial public offering, or if the holder(s) seek(s) to redeem for cash his, her or its 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 in or to the trust account.
C:
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/16 SEC UPLOAD¶ 9/25/17 1:162K FGL Holdings |