SEE REVERSE FOR CERTAIN DEFINITIONS

EX-4.1 4 file4.htm SPECIMEN UNIT CERTIFICATE

 

NUMBER

U-__________

 

 

 

UNITS

 

SEE REVERSE FOR
CERTAIN DEFINITIONS

BRAND AND SERVICES ACQUISITION CORP.

 

CUSIP __________

UNITS CONSISTING OF TWO SHARES OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT ______________________________________________________________________________________________ is the owner of _________________________________________________________________________________________________ Units.

Each Unit (“Unit”) consists of two (2) shares of common stock, par value $.0001 per share (“Common Stock”), of Brand and Services Acquisition Corp., 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) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii)            , 2008, and will expire unless exercised before 5:00 p.m., New York City Time, on            , 2011, or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate shall commence separate trading 10 trading days following the earlier to occur of the expiration or termination of the underwriters’ over-allotment option in connection with the Company’s initial public offering; provided, that, in no event may the Common Stock and Warrants be traded separately until the Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting its receipt of the proceeds of its initial public offering of securities, including any proceeds received from the exercise by the underwriter of its over-allotment option if so exercised prior to the Company’s filing of such Current Report on Form 8-K. The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2007, 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 signatures of its duly authorized officers.

 

 

 

 

BRAND AND SERVICES ACQUISITION CORP.

 

 

By:

 

 

CORPORATE

 

By:

 

 

_____________, PRESIDENT

 

THE STATE OF DELAWARE

SEAL

2007

 

 

___________, SECRETARY

 

CONTINENTAL STOCK & TRANSFER COMPANY,
as transfer agent and registrar

 

 

 

 

 

By: 

 

 

 

 

 

Steven Nelson, Chairman

 

 

 

 

 

BRAND AND SERVICES ACQUISITION CORP.

The Corporation 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 Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the securities represented hereby are issued and shall be held subject to all the provisions of the Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

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 of

 

 

 

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).