RIGHTS AGREEMENT
Exhibit 4.6
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York company, as right agent (the “Right Agent”).
2. | Rights. |
2.3. | Registration. |
3. | Terms and Exchange of Rights. |
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3.2. | Exchange Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation). |
3.3. | Exchange of Rights. |
3.3.2. | Valid Issuance. All shares of Class A Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and nonassessable. |
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4. | Transfer and Exchange of Rights. |
4.3. | Fractional Rights. The Right Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate for a fraction of a Right. |
4.4. | Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights. |
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5. | Other Provisions Relating to Rights of Holders of Rights. |
6. | Concerning the Right Agent and Other Matters. |
6.2. | Resignation, Consolidation, or Merger of Right Agent. |
6.2.1. | Appointment of Successor Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Right Agent in place of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any successor Right Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of such predecessor Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Right Agent all such authority, powers, rights, immunities, duties, and obligations. |
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6.3. | Fees and Expenses of Right Agent. |
6.4. | Liability of Right Agent. |
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6.5. | Acceptance of Agency. The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth. |
7. | Miscellaneous Provisions. |
Feutune Light Acquisition Corporation
00 Xxxxxx Xxxxxx, Xxxxxxxx X
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Yuanmei Ma
Email: xxxxxxxx0000@xxxxx.xxx
and
Xxxxxxxx & Xxxx LLP
Chrysler East Building
000 Xxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000
Attn: Arila X. Xxxx, Esq.
Email: xxxxx@xx.xxx
Continental Stock Transfer & Trust Company
0 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Compliance Department
and
US Tiger Securities, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxx Xxxxx
Email: xxx.xxxxx@xxxxxxxxxxxxxxxxx.xxx
and
XX Xxxxxx Group, division of Benchmark Investments, LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx, Chief Executive Officer
Email: xxxxxx@xxxxxxxxxxxxx.xxx
and
Winston & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxxxxx
Email: xxxxxxxxxxxx@xxxxxxx.xxx
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7.3. | Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. |
7.5. | Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such holder to submit his, her or its Right for inspection by it. |
7.7. | Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof. |
[Signature Page Follows]
FEUTUNE LIGHT ACQUISITION CORPORATION | |||
By: | |||
Name: | Yuanmei Ma | ||
Title: | Chief Financial Officer | ||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS RIGHT AGENT | |||
By: | |||
Name: | [●] | ||
Title: | [●] |
[Signature Page to Rights Agreement- Feutune Light Acquisition Corporation]
EXHIBIT A
Form of Right
NUMBER | SPECIMEN RIGHTS CERTIFICATE |
FEUTUNE LIGHT ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF DELAWARE
RIGHT
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP [●]
THIS CERTIFIES THAT, for value received
is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth (1/10) of one share of Class A common stock, $0.0001 par value (“Class A Common Stock”), of Feutune Light Acquisition Corporation (the “Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company be required to net cash settle any Right.
Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Certificate of Incorporation , the Right shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).
Upon due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional share upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).
The Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.
This Right does not entitle the registered holder to any of the rights of a stockholder of the Company.
Dated:
CHAIRMAN | CHIEF FINANCIAL OFFICER |
Continental Stock Transfer & Trust Company, as Rights Agent |
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.
Feutune Light Acquisition Corporation
The Company 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 Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Class A Common Stock (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.
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)
Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint | |
Attorney to transfer said rights 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 have no right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).