Exhibit 4.1


 



	
            NUMBER
 	
                      UNITS
 



U-                          


SEE REVERSE FOR CERTAIN DEFINITIONS


ENTERPRISE ACQUISITION CORP.


CUSIP                        


UNITS CONSISTING OF ONE SHARE 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 one (1) share of common stock, par value $0.0001
per share (“Common Stock”), of Enterprise Acquisition Corp., 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 a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization 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 constituting the Units
represented by this certificate are not transferable separately prior to ______,
2007, subject to earlier separation. 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.


ENTERPRISE ACQUISITION CORP.


CORPORATE


SEAL


DELAWARE


 





	
                                                                        
CHIEF
                    EXECUTIVE OFFICER	 	 	
                                                                        
SECRETARY	 	 






 


 





 










 


 


Countersigned:


 


                                          
                                


Transfer Agent and Registrar


 


 



	
            
 	
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Enterprise Acquisition Corp.


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 right of survivorship
 	
            under Uniform Gifts to Minors
 	
             

	
             
 	
            and not as tenants in common
 	
            Act ________
        (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).


 


 


 



	
            
 	
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