SEE REVERSE FOR CERTAIN DEFINITIONS
BERENSON ACQUISITION CORP. I
UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND
ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER
TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT __________ is the owner of _________ Units.
Each Unit (Unit) consists of one share of Class A common stock, par value $0.0001 per share (Common Stock), of Berenson Acquisition Corp. I, a Delaware corporation (the Company), and one-half of one redeemable warrant (each whole warrant, a Warrant). Each whole Warrant entitles the holder to purchase one share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty days after the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar transaction with one or more businesses (each a Business Combination) and (ii) twelve months from the closing of the Companys initial public offering, will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to ___________, 2021, unless the representative of the underwriters elects to allow earlier separate trading, subject to the Companys filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Companys initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant Agreement, dated as of ______________, 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant 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 Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of the duly authorized officers of the Company.
| || |
Chief Executive Officer
| || |