|SERIES A UNITS|
|SEE REVERSE FOR CERTAIN DEFINITIONS||MERCATOR PARTNERS ACQUISITION CORP.|
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 Companys 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.
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:
|as tenants in common||UNIF GIFT MIN ACT-||Custodian|
|as tenants by the entireties||(Cust)||(Minor)|
|as joint tenants with right of survivorship|| |
under Uniform Gifts to Minors
|and not as tenants in common|| |
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
to transfer the said Series A Units on the books of the within named Company will full power of substitution in the premises.
|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.|
|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.|