Series a Units Consisting of Two Shares of Common Stock, Five Class W Warrants Each to Purchase One Share of Common Stock and Five Class Z Warrants Each to Purchase One Share of Common Stock

by Global Telecom Technology
February 23rd, 2005

Exhibit 4.1

 

NUMBER

 

U-                    

        SERIES A UNITS
SEE REVERSE FOR CERTAIN DEFINITIONS    MERCATOR PARTNERS ACQUISITION CORP.     

 

CUSIP                                 

 

SERIES A UNITS CONSISTING OF TWO SHARES OF COMMON STOCK, FIVE CLASS W WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK AND FIVE CLASS Z WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK

 

THIS CERTIFIES THAT

        

 

is the owner of

        Series A Units.

 

Each Series A Unit (“Series A Unit”) consists of two (2) shares of common stock, par value $.0001 per share (“Common Stock”), of Mercator Partners Acquisition Corp. Inc., a Delaware corporation (the “Company”), five (5) Class W Warrants (the “Class W Warrants”) and five (5) Class Z Warrants (the “Class Z Warrants”). Each Class W Warrant and Class Z Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). Each Class W Warrant and Class Z Warrant will become exercisable on the later of (a) the Company’s completion of a business combination or (b) [            ], 2006. The Class W Warrants will expire unless exercised before 5:00 p.m., New York City time, on [            ], 2010, or earlier upon redemption, and the Class Z Warrants will expire unless exercised before 5:00 p.m., New York City time, on [            ], 2012, or earlier upon redemption. The Common Stock, Class W Warrants and Class Z Warrants comprising the Series A Units represented by this certificate are not transferable separately prior to [            ], 2005, subject to earlier separation in the discretion of HCFP/Brenner Securities LLC. The terms of the Class W Warrants and the Class Z Warrants are governed by a Warrant Agreement, dated as of [            ], 2005, between the Company and American Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agreement”), 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 59 Maiden Lane, New York, New York 10038, and are available to any holder of Class W Warrants and Class Z Warrants 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.

 

By

        LOGO     
              
     President      

Secretary

 


 

Mercator Partners 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.

 

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)

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.

 

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)
 
 
    Series A Units

 

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

    Attorney

to transfer the said Series A Units on the books of the within named Company will 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) 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.