Lambert’s Cove Acquisition Corporation Unit Certificate Representing Common Stock and Warrants

[FACE OF CERTIFICATE - LAMBERT’S COVE ACQUISITION CORPORATION]

UNITS

[LAC.U]

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP [           ]

LAMBERT’S COVE ACQUISITION CORPORATION

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 $.0001 per share (“Common Stock”), of LAMBERT’S COVE ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company’s completion of an acquisition through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination with one or more operating businesses or assets (a “Business Combination”) and (ii) [ ], 2009 [ONE YEAR FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING], and will expire unless exercised before 5:00 p.m., New York City Time, on [----], 2013 [FIVE YEARS FROM THE DATE OF THE FINAL PROSPECTUS RELATING THE COMPANY’S INITIAL PUBLIC OFFERING], or earlier upon redemption or liquidation of the Company’s trust account at J.P. Morgan Chase Bank NA maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Expiration Date”).

 

The Common Stock and Warrant comprising the Units represented by this certificate are not separately transferable prior to the fifth (5^th) day following the earlier to occur of: (i)  the expiration of the underwriters’ over-allotment option, (ii) its exercise in full, or (iii) the announcement by the representatives of the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, provided, however, in no event will the Common Stock and Warrants begin to trade separately until the Company files a Current Report on Form 8-K containing an audited balance sheet reflecting its receipt of the gross proceeds of its initial public offering and issues a press release announcing when such separate trading will begin.

The terms of the Warrants are governed by a Warrant Agreement, dated as of [ ], 2008, 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.

LAMBERT’S COVE ACQUISIITON CORPORATION

 

CORPORATE

STATE OF DELEWARE

(SEAL)

2008

 

By

(SIGNATURE)

CHIEF EXECUTIVE OFFICER

(SEAL)

(SIGNATURE)

SECRETARY

 

[REVERSE OF CERTIFICATE]

LAMBERT’S COVE ACQUISITION CORPORATION

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. This certificate and the units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the units, including, as applicable, the Certificate of Incorporation and all amendments thereto, the Warrant Agreement and resolutions of the Board of Directors providing for the issue of Securities (copies of which may be obtained from the secretary of the corporation), to all of which the holder of this certificate by acceptance hereof consents.

 

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  

TEN ENT - as tenants by the entireties  

JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT- ______________Custodian________________

(Cust)     (Minor)

under Uniform Gifts to Minors Act ________________________

                                                                                  (State)

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

 

For value received ___________________________ , hereby sell(s), assign(s) and transfer(s) 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 with 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:

By ___________________

THE SIGNATURE(S) MUST 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 be entitled to receive a pro-rata portion of funds from the trust account only in the event that the Company is liquidated because it does not consummate a Business Combination or if the holder seeks to redeem his, her or its respective shares into cash in connection with a proposed extension of the Company’s existence to [ ], 2011 [THIRTY-SIX MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING] or a Business Combination which he, she or it voted against and which is actually approved and, in the case of a Business Combination, completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.