EX-4.1 4 fs42016a3ex4i_ifresh.htm SPECIMEN UNIT CERTIFICATE

Exhibit 4.1

 

NUMBER

U-__________

 

  UNITS
       

SEE REVERSE FOR
CERTAIN DEFINITIONS
IFRESH INC.  

 

CUSIP                  

 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND

ONE RIGHT TO RECEIVE ONE-TENTH OF A SHARE OF COMMON STOCK

 

THIS CERTIFIES THAT ____________________________________________________________________________________

 

is the owner of __________________________________________________________________________________________ Units.

 

Each Unit (“Unit”) consists of one share of common stock, par value $.0001 per share, of iFresh Inc., a Delaware corporation (the “Company”) and one right. Each right entitles the holder to receive one-tenth (1/10) of a share of common stock upon the Company’s completion of an initial merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities (a “Business Combination”).

 

The terms of the rights are governed by a rights agreement (the “Rights Agreement”), dated as of August 12, 2015, between the Company and Continental Stock Transfer & Trust Company, as the rights 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 Rights Agreement are on file at the office of the rights agent at 17 Battery Place, New York, New York 10004, and are available to any rights holder on written request and without cost.

 

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

 

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 

This Unit Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

 

      [Corporate Seal]  
         
By        
         
  Chairman     Secretary

 

 

 

 

iFresh Inc.

 

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 shares 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 under Uniform Gifts to Minors  
    and not as tenants in common Act    
        (State)    

 

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

 

For value received, ___________________________ hereby sell(s), assign(s) and transfer(s) unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE(S)

 

   
   

 

 

 

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

 

 

 

 

 

 

     Units

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

                                                                                                                                                                                                              Attorney

to transfer the said Units on the books of the within named Company will 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) 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 with respect to the underlying shares of common stock from the trust fund only in the event of the Company’s liquidation upon failure to consummate a business combination or if the holder seeks to convert his or her respective shares of common stock underlying the unit upon consummation of such business combination or in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.