NUMBER
				

			 	
				
				   
				

			 	
				
				  UNITS
				

			 
	
				
				  U-__________
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  SEE REVERSE FOR 

				  CERTAIN DEFINITIONS
				

			 	
				
				  HIGHLANDS ACQUISITION
				  CORP.
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  CUSIP
				

			 

 

	 
		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 $.0001 per share (“Common
		Stock”), of Highlands Acquisition Corp., a Delaware corporation (the
		“Company”), and one warrant of the Company (the
		“Warrant(s)”). 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) ___________, 2008, and will expire unless exercised before
		5:00 p.m., New York City Time, on ____________, 2012, or earlier upon
		redemption (the “Expiration Date”). The Common Stock and Warrants
		comprising the Units represented by this certificate are not transferable
		separately prior to __________, 2007, subject to earlier separation in the
		discretion of Citigroup Global Markets Inc. The terms of the Warrants are
		governed by a Warrant Agreement, dated as of _______, 2007, 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 signatures of its duly authorized officers.
	 

	 
		 
	 

	 
			
				
				  By
				

			 	
				
				  
 
 
 
 

				

			 	
				
				  
				

			 	
				
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Chairman of the Board
				

			 	
				
				  Secretary
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 
	 	 	 	 

 

	 
		 
	 

	 
		 
	 



	 
	 


	 
		Highlands 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)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  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 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) 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).