Specimen Subunit Certificate



 Exhibit 4.5 
  

					
	NUMBER	  		  	SUBUNITS
	 S-                                    

	  		  	
			
	 SEE REVERSE FOR
 CERTAIN DEFINITIONS
	  	GRAIL INVESTMENT CORP.	  	

 CUSIP 384750 303 
 SUBUNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE CONTINGENT VALUE RIGHT 
 THIS CERTIFIES THAT
_______________________________________________________________________________ 
 is the owner of
_______________________________________________________________________________________ Subunits. 
 Each Subunit (“Subunit”) consists of one
(1) share of common stock, par value $.0001 per share (“Common Stock”), of Grail Investment Corp., a Delaware corporation (the “Company”), and one (1) contingent value right (“CVR”). The CVR entitles the
holder to receive an amount (the “CVR Consideration”) equal to the product of (a) the lesser of: (1) the amount, if any, by which $11.00 exceeds the arithmetic average of the daily volume weighted average price of the
Company’s common stock for the 20 trading days following the date that is one year after the consummation of the Company’s initial business combination (the “Stock Price at Expiration”); and (2) $1.25, and (b) the
number of shares of Common Stock sold in the Company’s initial public offering (including any shares issued pursuant to the over-allotment option) multiplied by 0.60, divided by the number of shares of Common Stock held by public stockholders
remaining after shareholders exercise their conversion rights in connection with the stockholder vote on an extension or consummation of an initial business combination (the “Proration Factor”). Such calculation shall be made to the
nearest ten-millionth. The CVR Consideration shall be zero if the closing price of our common stock equals or exceeds $13.00 per share for any 20 trading days within a 30 trading day period during the first year following consummation of the
Company’s initial business combination. The CVRs will be exchanged automatically for shares of Common Stock promptly following the determination of the CVR Consideration or, at the Company’s election, settled in cash at a price per CVR
equal to the CVR Consideration. If the Company settles the CVRs in shares of Common Stock, delivery of the shares upon settlement will be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of such Act.
No action on the part of CVR holders is required to receive the CVR Consideration. The number of shares issued per CVR upon settlement shall be calculated as the CVR Consideration divided by the greater of (1) the Stock Price at Expiration and
(2) $7.75. The Company will issue no fractional shares upon settlement of the CVRs. If, upon exercise of the CVRs, a holder would be entitled to receive a fractional interest in a share, the Company will, upon settlement, round up or down to
the nearest whole number of shares of Common Stock to be issued to the CVR holder. The share of Common Stock and the CVR comprising each Subunit will not be separable, and the Subunit will trade only as a Subunit, until the open of trading on the
fourth trading day after the Company’s initial business combination. If the Company consummates an initial business combination, each Subunit will automatically separate into one share of common stock and one CVR and the Subunits will cease
trading at the open of trading on the fourth trading day after consummation of the initial business combination. 
 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. 
  

							
	  
 By
	 	  
	  	

	 	  









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


 Additional Abbreviations may also be used though not in the above list. 
 Grail Investment 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 stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights. 
 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) 
 ___________________________________________________________________________________________________________ 
 ___________________________________________________________________________________________________________ 
 ______________________________________________________________________________________________________ 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).