SEE REVERSE FOR CERTAIN DEFINITIONS

EX-4.1 4 dex41.htm SPECIMEN UNIT CERTIFICATE Specimen Unit Certificate

Exhibit 4.1

 

NUMBER           UNITS

 

U-

 

SEE REVERSE FOR

CERTAIN DEFINITIONS

   BOULDER SPECIALTY BRANDS, INC.     
     

 

CUSIP

 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO

PURCHASE ONE SHARE OF COMMON STOCK

 

THIS CERTIFIES THAT    
    is the owner of

Units.

   

 

Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Boulder Specialty Brands, Inc., a Delaware corporation (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $6.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i)             , 2006 or (ii) the earlier of the Company’s completion of a merger, stock exchange, asset acquisition or similar business combination, and will expire unless exercised before 5:00 p.m., Los Angeles Time, on            , 2009, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are transferable separately within the first 20 trading days following the earlier to occur of the exercise in full or expiration of the underwriters’ over-allotment option. The terms of the Warrants are governed by a Warrant Agreement, dated as of            , 2005, 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 17 Battery Place, 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.

 

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

 

By

     

Boulder Specialty Brands, Inc.

CORPORATE

DELAWARE

       
   

Chairman of the Board

 

SEAL

2005

     

Secretary

 


Boulder Specialty Brands, 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 stock 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 Act

    

and not as tenants in common

  

                                     ______________

         

                                                     (State)

 

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

 

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).