NUMBER
				

			 	
				
				  SHARES
				

			 
	
				
				  ______C
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		HIGHLANDS ACQUISITION CORP.
	 

	 
		INCORPORATED UNDER THE LAWS OF THE STATE
		OF DELAWARE
	 

	 
		COMMON STOCK
	 

	 
		SEE REVERSE FOR
	 

	 
		CERTAIN DEFINITIONS
	 

	 
		 
	 

	 
			
				
				  This Certifies
				  that
				

			 	
				
				  CUSIP 
				

			 
	
				
				  is the owner
				  of
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		FULLY PAID AND NON-ASSESSABLE SHARES OF
		THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF
	 

	 
		HIGHLANDS ACQUISITION CORP.
	 

	 
		transferable on the books of the
		Corporation in person or by duly authorized attorney upon surrender of this
		certificate properly endorsed.
	 

	 
		The Corporation will be forced to
		liquidate if it is unable to complete a business combination by __________,
		2009, all as more fully described in the Corporation’s final prospectus
		dated ________, 2007
	 

	 
		This certificate is not valid unless
		countersigned by the Transfer Agent and registered by the Registrar.
	 

	 
		Witness the facsimile seal of the
		Corporation and the facsimile signatures of its duly authorized
		officers.
	 

	 
		Dated:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  
 
				

			 	
				
				   
				

			 
	
				
				  CHAIRMAN
				

			 	
				
				  SECRETARY
				

			 
	 	 
	 	 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		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
				

				
				   Act ______________
				

				
				                 
				  (State)
				

			 
	 	
				
				   
				

			 	
				
				  and not as tenants in common
				

			 
	 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

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

	 
		Highlands Acquisition Corp.
	 

	 
		The Corporation will furnish without charge
		to each stockholder who so requests 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. This certificate and the
		shares represented thereby are issued and shall be held subject to all the
		provisions of the Certificate of Incorporation and all amendments thereto and
		resolutions of the Board of Directors providing for the issue of shares of
		Preferred Stock (copies of which may be obtained from the secretary of the
		Corporation), to all of which the holder of this certificate by acceptance
		hereof assents.
	 

	 
		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)
				

			 
	
				
				   
				

			 
	
				
				   
				

			 
	
				
				   
				

			 	
				
				   shares
				

			 

 

	 
		 
	 

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

	 
		_____________________________________________________________________________________
		Attorney to transfer the said stock on the books of the within named
		Corporation 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).
				

			 	
				
				   
				

			 

 

	 
		The holder of this certificate shall be
		entitled to receive funds from the trust account only in the event of the
		Company’s liquidation upon failure to consummate a business combination or
		if the holder seeks to convert his respective shares into cash upon a business
		combination which he voted against and which is actually completed by the
		Company. In no other circumstances shall the holder have any right or interest
		of any kind in or to the trust account.