Unassociated Document


    Exhibit
4.1

     

    SPECIMEN
UNIT CERTIFICATE

     

    
      
        	
                NUMBER

              	
                UNITS

              
	
                U-___________

              	 
      


      

    

    


    
      
        
          
            	
                    SEE
      REVERSE FOR

                    CERTAIN

                  	 
      
	
                    DEFINITIONS

                  	 
      


          

        

      

    

     

    57TH
STREET ACQUISITION CORP.

     

    CUSIP
316816 115

     

    UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT

    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 $.0001 per share
(“Common Stock”), of 57TH STREET ACQUISITION CORP., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to
purchase one (1) share of Common Stock for $11.50 per share (subject to
adjustment). Each Warrant will become exercisable on the later of (i) thirty
(30) days after the Company’s completion of a business transaction through a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, exchangeable share transaction or other similar business
transaction (each a “Business Transaction”) or (ii)
[      ], 2011 [ONE YEAR FROM THE DATE OF THE
FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING], and will
expire unless exercised before 5 p.m. New York City time on the date which is
five years from the date of the Company’s consummation of its initial Business
Transaction, or earlier upon redemption at [Duetsche Bank] maintained by
Continental Stock Transfer & Trust Company acting as Trustee (the
“Expiration Date”).

    


    The
Common Stock and Warrant comprising each Unit represented by this certificate
are not separately transferable prior to the fifth (5th) day
following the date of the earlier to occur of: (i)  the expiration of the
underwriters’ over-allotment option, (ii) its exercise in full, or
(iii) the announcement by the representatives of the underwriters of their
intention not to exercise all or any remaining portion of the over-allotment
option, provided, however, in no event will the Common Stock and Warrant begin
to trade separately until the Company files a Current Report on Form 8-K
containing an audited balance sheet reflecting its receipt of the gross proceeds
of its initial public offering and issues a press release announcing when such
separate trading will begin.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The terms
of the Warrants are governed by a Warrant Agreement, dated as of
[             ],
2010, 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.

    


    [57TH
STREET ACQUISITION CORP.]

    


    COUNTERSIGNED
AND REGISTERED:

    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    TRANSFER
AGENT AND REGISTRAR

    BY:

    AUTHORIZED
OFFICER

    


    By

    


    (SIGNATURE)

    CHIEF
EXECUTIVE OFFICER

    


    (SEAL)

    


    (SIGNATURE)

    SECRETARY


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    [REVERSE
OF CERTIFICATE]

    


    57TH
STREET 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 shares 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, including, as applicable, the Certificate of Incorporation
and all amendments thereto, the Warrant Agreement and resolutions of the Board
of Directors providing for the issue of securities (copies of which may be
obtained from the secretary of the corporation), to all of which the holder(s)
of this certificate by acceptance hereof assents.

    


    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(s), assign(s) and transfer(s)
unto

    


    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)

    


    
      	
                

            
	
              (PLEASE
      PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF
      ASSIGNEE(S))

            
	 
      
	
                

            
	 
      
	
                

            
	
              Units
      represented by the within Certificate, and hereby irrevocably
      constitute(s) and appoint(s)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
                

            
	
              Attorney
      to transfer the said Units on the books of the within named Company with
      full power of substitution in the
premises.

            


    

    


    Dated:

    


    Notice:  The
signature(s) to this assignment must correspond with the name(s) as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change whatever.

    


    Signature(s)
Guaranteed:

    


    By
___________________

    THE
SIGNATURE(S) MUST 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(s) of this certificate shall be entitled to receive a pro-rata portion of
funds from the trust account only in the event that the Company redeems the
shares of Common Stock sold in its initial public offering because it does not
consummate a Business Transaction by
[                  
] [FIFTEEN MONTHS FROM THE DATE OF THE FINAL PROSPECTUS RELATING TO THE
COMPANY’S INITIAL PUBLIC OFFERING], or if the holder(s) seek(s) to redeem for
cash his, her or its respective shares of Common Stock in connection with a
tender offer (or proxy, solely in the event the Company seeks stockholder
approval of the proposed Business Transaction) setting forth the details of a
proposed Business Transaction. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust
account.