Santa Monica Media Corporation Unit Certificate Representing Common Stock and Warrants

Summary

This certificate represents ownership of units in Santa Monica Media Corporation, each consisting of one share of common stock and one warrant to purchase an additional share at $6.00 per share. The warrants become exercisable after a business combination or one year after the IPO, and expire in 2009 or earlier if redeemed. The certificate outlines transfer restrictions and references a separate Warrant Agreement governing the terms. The document also includes assignment and transfer instructions for the units.

EX-4.1 5 v025666_ex4-1.txt NUMBER UNITS U-__________ SEE REVERSE FOR SANTA MONICA MEDIA CORPORATION CERTAIN DEFINITIONS CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS 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 $.001 per share ("Common Stock"), of Santa Monica Media Corporation, a Delaware corporation (the "Company"), and one warrant (the "Warrant"). The Warrant entitles the holder to purchase one (1) share of Common Stock for $6.00 per share (subject to adjustment). The 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) one year after the effective date of the registration statement relating to the initial public offering of the Units, 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 not transferable separately prior to __________, 2005, subject to earlier separation in the discretion of The Shemano Group, Inc. The terms of the Warrant 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. SANTA MONICA MEDIA CORPORATION CORPORATE DELAWARE SEAL 2005 By: --------------------------------- ---------------------------------- Chairman of the Board Secretary SANTA MONICA MEDIA 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. 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 under Uniform Gifts to right of survivorship and Minors Act ___________ 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 ASSOCIATINS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).