EX-4.1 SPECIMEN UNIT CERTIFICATE



 







Exhibit 4.1




[Founders’ Unit and Co-Investment Unit Legend



THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK, WARRANT
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANT ) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION
FROM REGISTRATION THEREFROM.



THE SECURITIES REPRESENTED BY THIS UNIT CERTIFICATE (INCLUDING THE UNDERLYING COMMON STOCK, WARRANT
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANT ) ARE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN (I) THE LETTER AGREEMENT DATED AS OF
          
    , 2006, BY AND BETWEEN THE HOLDER AND CITIGROUP GLOBAL MARKETS INC. AND (II) THE WARRANT
AGREEMENT DATED AS OF           
    , 2006, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT. COPIES OF
SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE.]




SPECIMEN UNIT CERTIFICATE




			
	 	 	 
	     NUMBER
	 	                     UNITS
	U-                    	 	 
	 
	 	CUSIP                     






	 	 	 
	SEE REVERSE FOR CERTAIN

	 	 
	DEFINITIONS
	 	 






FREEDOM ACQUISITION HOLDINGS, INC.




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 $0.0001 per share
(“Common Stock”), of Freedom Acquisition Holdings, Inc., a Delaware corporation (the “Company”),
and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share of
Common Stock for $6.00 per share (subject to adjustment). Each Warrant will become exercisable on
the later of (i) the Company’s completion of a business combination with a target business or (ii)
                                        , 2007 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
Warrant comprising the Units represented by this certificate will trade separately five business
days (or as soon as practicable thereafter) following the earlier to occur of the expiration of
the underwriters’ over-allotment option or their exercise in
full, subject to the Company having filed a Current Report on
Form 8-K, which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of its initial public
offering including the proceeds received by the Company from the
exercise of the underwriters’ over-allotment option, and having
issued a press release announcing when such separate trading will
begin. The terms of the Warrants are governed by a Warrant
Agreement, dated as of                     , 2006, 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.




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	President
	 	 	 	Secretary
	 
	 	 	 	 	 	 
	Countersigned and Registered:	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Continental Stock Transfer &
	 	 	 	Registrar
	 

	 	Trust Company	 	 	 	 






CORPORATE SEAL

2006

DELAWARE




FREEDOM ACQUISITION HOLDINGS, INC.




 









 





          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
	 

	 	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, 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).