exv4w6





Exhibit
4.6



	 	 	 	 	 
	 

	 	[SPECIMEN UNIT CERTIFICATE]	 	 
	 
	 	 	 	 
	No._________


CUSIP NO.

_________

	 	Western Liberty Bancorp

Incorporated under the Laws of the State

of Delaware
	 	_________UNIT(S)






UNIT(S) EACH 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 ____________ UNIT(S). Each Unit (“Unit”) consists of one (1) share of common
stock, par value $0.0001 per share (“Common Stock”), of Western Liberty Bancorp, a Delaware
corporation (the “Corporation”), and one warrant (each, a “Warrant”). Each Warrant entitles the
holder to purchase one (1) share of Common Stock for $12.50 per share (subject to adjustment). The
Common Stock and Warrant comprising each Unit represented by this certificate are not transferable
separately prior to five business days following the earlier to occur of the expiration of the
underwriters’ over-allotment option and the exercise in full by the underwriters of such option.
The terms of the Warrants are governed by an amended and restated warrant agreement (the “Warrant
Agreement”) between the Corporation and Continental Stock Transfer & Trust Company dated as of July
20, 2009, as amended, restated or supplemented from time to time, 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
Corporation, and are available to any Warrant holder on written request and without cost.



WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officer.




Dated      , 2009




Western Liberty Bancorp




	 	 	 	 	 
	 

	 	 	 	 
	Treasurer


	 	 	 	Chairman






CORPORATE SEAL

2009

Delaware






 







 






     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


TEN ENT


	 	 as tenants in common


tenants by the entireties
	 	Unif Gift Min Act -
	 	____________ Custodian


(Cust)
	 	____________

(Minor)
	
JT TEN
	 	
as joint tenants with
right of
survivorship and not
as tenants in
common
	 	 	 	
Under Uniform Gifts to Minors Act:


 

(State)






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



Western Liberty Bancorp




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 Units represented hereby
are issued and shall be held subject to the terms and conditions applicable to the securities
underlying and comprising the Units.



For Value Received,            hereby sells, assigns and transfers 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 Corporation with
full power of substitution in the premises.



	 	 	 
	Dated ____________

	 	By: 

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).