Specimen Series B Unit Certificate



 EXHIBIT 4.2 
  


					
	 NUMBER                
  
	  	 	  	SERIES B UNITS
	 U-                            
  
	  	 	  	 
	 	  	 	  	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	  	GOOD HARBOR PARTNERS ACQUISITION CORP.	  	  
  
 CUSIP                 


  
 SERIES B UNITS
CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK AND TWO CLASS W WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK 
  
 THIS CERTIFIES THAT
                                        
                                        
                                        
             
 is the owner of
                                        
                                        
                                        
         Series B Units. 
  
 Each
Series B Unit (“Series B Unit”) consists of two (2) shares of Class B common stock, par value $.0001 per share (“Class B Common Stock”), of Good Harbor Partners Acquisition Corp., a Delaware corporation (the “Company”)
and two (2) Class W Warrants (the “Class W Warrants”). Each Class W Warrant entitles the holder to purchase one (1) share of common stock, par value $.0001 per share (the “Common Stock”) for $5.00 per share (subject to
adjustment). Each Class W Warrant will become exercisable on the later of the Company’s completion of a business combination and [            ], 2007. The Class W Warrants will
expire unless exercised before 5:00 p.m., New York City time, on [            ], 2011, or earlier upon redemption. The Class B Common Stock and Class W Warrants comprising the Series
B Units represented by this certificate are not transferable separately prior to [            ], 2006, subject to earlier separation in the discretion of HCFP/Brenner Securities LLC.
The terms of the Class W Warrants are governed by a Warrant Agreement, dated as of [            ], 2006, 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, Plaza Level, New York, New York 10038, and are available to any holder of Class W 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	 	  

 President
	 	 	  

 Secretary









 Good Harbor 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 B Units 
  
 represented by the within Certificate, and do hereby irrevocably constitute and appoint

  
  
                                       
                                        
                                        
                                        
                                       Attorney

  
 to transfer the said Series B 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.