SPECIMEN UNIT CERTIFICATE
Exhibit 4.1
SPECIMEN UNIT CERTIFICATE
No. U- | UNITS | |
CUSIP No.: |
TRANSFORMA ACQUISITION GROUP INC.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
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 Transforma Acquisition Group Inc., a Delaware corporation (the Corporation), and one (1) warrant (the Warrant) of the Corporation. 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 Corporations completion of an acquisition of one or more assets or control of one or more operating businesses through a merger, capital stock exchange, stock purchase, 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., New York City time, on , 2010, or earlier upon redemption (the Expiration Date). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately until ninety (90) days after the earlier to occur of the expiration of the underwriters over-allotment option in connection with the Corporations initial public offering (the IPO) or the exercise in full or in part of such underwriters over-allotment option, unless the joint book-running managers of the IPO determine that an earlier date is acceptable. Further, in no event will the separate trading of the Common Stock and the Warrants comprising the Units represented by this certificate begin until the Corporation has filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporations receipt of the gross proceeds of its IPO. The terms of the Warrant are governed by a Warrant Agreement, dated as of , 2006, between the Corporation 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, NY 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 Corporation.
Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers.
TRANSFORMA ACQUISITION GROUP INC.
CORPORATE
DELAWARE
SEAL
2006
By: |
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Chief Executive Officer | Secretary |
Countersigned By: |
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Transfer Agent |
TRANSFORMA ACQUISITION GROUP INC.
The Corporation 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 Corporation 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
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CONSTITUTE AND APPOINT ATTORNEY TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED: |
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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: |
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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). |
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