Unassociated Document


    
      	
              NUMBER

               _________C

               

            	 	 	 	
              SHARES

            
	
            	
              BEVERAGE
                ACQUISITION CORPORATION

            	 
	 	 	 
	 	
              INCORPORATED
                UNDER THE LAWS OF THE STATE OF DELAWARE 

            	 
	 	 	 
	 	
              COMMON
                STOCK 

            	 
	 	 	 
	 	 	
              SEE
                REVERSE FOR

              CERTAIN
                DEFINITIONS

            
	 	 	 
	
              This
                Certifies that 

            	CUSIP 
	 	 	 
	
              is
                the owner of 

            	 
	 	 	 
	 	 	 


    

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
      STOCK OF

     

    BEVERAGE
      ACQUISITION CORPORATION

    


    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed.

    This
      certificate is not valid unless countersigned by the Transfer Agent and
      registered by the Registrar.

    Witness
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

    


    
      


      
        	
                Dated:

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                
CHAIRMAN 	 	 	
                
SECRETARY
	 	 	 	 




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    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 in common

                	
                  Act
                    ______________

                  (State)

                


        

Additional
        Abbreviations may also be used though not in the above list.

    

    


    BEVERAGE
      ACQUISITION CORPORATION

    


    The
      Corporation will furnish without charge to each stockholder who so requests
      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. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

    


    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 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).

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company’s liquidation upon failure to consummate a
      business combination or if the holder seeks to convert his respective shares
      into cash upon a business combination which he voted against and which is
      actually completed by the Company. In no other circumstances shall the holder
      have any right or interest of any kind in or to the trust fund.