Exhibit 4.1

[SPECIMEN UNIT CERTIFICATE]

 


	
                        NUMBER
 	
                        UNITS
 
	
                        U-
 	
                         
 	
                         
 	
                         
 	
                         
 
					


            

BPW ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware

CUSIP _________

SEE REVERSE FOR

CERTAIN DEFINITIONS

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 BPW Acquisition Corp., a Delaware corporation (the “Company”), and one warrant (each a “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 or other similar business combination and (ii) _________, 2009, and will expire unless exercised before 5:00 p.m., New York time, on _________, 2013, or earlier upon redemption. The Common Stock and Warrants comprising the Units 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 a Warrant Agreement, dated as of _________, 2008, by and between the Company and Mellon Bank, N.A., 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 480 Washington Boulevard, Jersey City, NJ 07310, 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.

 


	
                        Dated: _________, 2008
 	
                         
 	
                        [Corporate Seal]
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Delaware
 	
                         
 	
                        Authorized Officer
 




 

 








BPW 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. 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.

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 tenant in common
 	
                         
 	
                        UNIF GIFT MIN ACT
 	
                         
 	
                        Custodian
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                        (Cust)
 	
                         
 	
                        (Minor)
 
	
                        TEN ENT
 	
                         
 	
                        tenants by the entireties
 	
                         
 	
                         
 	
                        Under Uniform Gifts to Minors Act:
 
	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                        JT TEN
 	
                         
 	
                        as joint tenants with right of survivorship and not as tenants in common
 	
                         
 	
                         
 	
                        (State)
 
									




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

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 said Units on the books of the within named Company with 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.
 




 


	
                        Signatures(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).