exv4w1






Exhibit 4.1




JWC ACQUISITION CORP.




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 $0.0001 per share (“Common
Stock”), of JWC Acquisition Corp., a Delaware corporation (the “Company”), and one warrant (the
“Warrants”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of
Common Stock for $12.00 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 merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the
closing of Company’s initial public offering, and will expire unless exercised before 5:00 p.m.,
New York City Time, on the date that is five (5) years after the date on which the Company
completes its initial Business Combination, or earlier upon redemption or liquidation (the
“Expiration Date”). The Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior to                     , 20     , unless Citigroup Global
Markets Inc. elects to allow separate trading earlier, subject to the Company’s filing of a current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release
announcing when 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 signature of its duly authorized officers.



	 	 	 

	 

	 	 
	Secretary

	 	President






 









 





JWC
Acquisition Corp.




     The Corporation 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 Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights.



     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)
	 

	 	 	 	 	 	 	 	 	 	Under Uniform Gifts to Minors
	JT TEN
	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	Act                                         
	 

	 	 	 	 	 	 	 	 	 	(State)







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




     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                                         




 









 





	 	 	 	 	 

	 	 	 
	 

	 	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) 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).