exv4w1






Exhibit 4.1




SPECIMEN UNIT CERTIFICATE




					
	 	 	 	 	 
	No.                    
	 	SIDHU SPECIAL PURPOSE CAPITAL CORP.

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




CUSIP                     




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 Sidhu Special Purpose Capital Corp., 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 $7.00 per share (subject to adjustment). Each Warrant will become exercisable on
the later of (i) the Corporation’s completion of an initial business combination and (ii) one year
from the date of the prospectus with respect to the Corporation’s initial public offering (the
“IPO”), provided in each case that the Company has an effective registration statement under the
Securities Act of 1933, as amended, covering the share of Common Stock issuable upon exercise of
the Warrant, and will expire unless exercised before 5:00 p.m., New York time, on the date that is
five years from the date of the prospectus with respect to the IPO, or earlier upon redemption or
liquidation of the Corporation’s trust account. The Common Stock and Warrant comprising each Unit
represented by this certificate are not transferable separately prior to (i) the fifth business day
following the earlier to occur of (a) the expiration or termination of the over-allotment option by
the underwriter and (b) the exercise in full of the over-allotment option by the underwriter,
subject in either case to the Corporation’s filing of a Current Report on Form 8-K with the
Securities and Exchange Commission containing an audited balance sheet reflecting the Corporation’s
receipt of the gross proceeds of the IPO, and (ii) the issuance of a press release announcing when
separate trading will begin. The terms of the Warrants are governed by a warrant agreement (the
“Warrant Agreement”), dated as of
                    
___, 200_, by and between the Corporation and Mellon
Investor Services LLC, 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 will be on file at
the office of the Corporation, and will be 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
Corporation.



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




Dated:                      




	 	 	 	 	 	 	 
	 

	 	SIDHU SPECIAL PURPOSE
	 	 
	 

	 	 	 	 	 	 
	Chief Executive Officer

	 	CAPITAL CORP.
	 	Secretary
	 

	 	 	2007	 	 	 
	 

	 	CORPORATE SEAL
	 	 
	 

	 	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

	 	as tenants in common
	 	Unif Gift Min
	 	 	 	  Custodian	 	 	 	 
	 

	 	 	 	Act -
	 	 
	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TEN ENT	 	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.



SIDHU SPECIAL PURPOSE CAPITAL CORP.




     The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, option 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 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
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).