Specimen Common Stock Certificate for Trinity Partners Acquisition Company Inc.

  NUMBER SHARES COMMON STOCK TRINITY PARTNERS ACQUISITION COMPANY INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP This SEE REVERSE FOR certifies CERTAIN DEFINITIONS that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0001 PER SHARE, OF TRINITY PARTNERS ACQUISITION COMPANY INC. (hereinafter called the "Corporation"), transferable upon the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued under and shall be subject to all the provisions of the Certificate of Incorporation and By-Laws of the Corporation (copies of which are on file at the office of the Transfer Agent of the Corporation), to all of which the holder by acceptance hereof assents. This certificate is not valid unless countersigned by the Transfer Agent. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED: By: By: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Authorized Officer SECRETARY PRESIDENT TRINITY PARTNERS ACQUISITION COMPANY INC. CORPORATE SEAL 2004 DELAWARE * TRINITY PARTNERS ACQUISITION COMPANY 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 or each class of stock or series thereof 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 under Uniform Gifts to Minors survivorship and not as tenants Act ___________________ 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) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- shares - -------------------------------------------------------------------------- of the capital stock represented by the within Certificate; and do hereby irrevocably constitute and appoint______________________________________________ ___________Attorney to transfer the said stock on the books of the within named Corporation 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. Under no circumstances shall the holder of this certificate have any right or interest of any kind in or to the funds held in that certain trust fund established on behalf of the holders of the Corporation's Class B common stock.