Specimen Class W Warrant Certificate



 Exhibit 4.5 
  


					
	 NUMBER
  
 ___________
	  	 (SEE REVERSE SIDE FOR LEGEND)
 (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
 5:00 P.M. NEW YORK CITY TIME, __________,
2010
	  	WARRANTS

  
 MERCATOR PARTNERS
ACQUISITION CORP. 
  

											
	 	 	 	 	 	 	CUSIP	 	 	 	 

  
 CLASS W WARRANT

  
 THIS CERTIFIES THAT, for value received 
  
 is the registered holder of a Warrant or Warrants expiring
                    , 2010 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per
share (“Shares”), of Mercator Partners Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company,
commencing on the later of (i)                              , 2006 or (ii) the earlier of (a)
the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination or (b) the distribution of the trust fund to the Company’s Class B stockholders, such number of Shares of the
Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made
payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Transfer & Trust Company. The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share
at which Shares may be purchased at the time the Warrant is exercised. 
  
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such holder. 
  
 Upon any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or his assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised. 
  
 Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants. 
  
 Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a
new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any applicable tax or other governmental charge. 
  
 The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the
purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 
  
 This Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company. 
  
 The Company reserves the right to
call the Warrant, at any time prior to its exercise, with a notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable if the last sale price of the
Shares has been at least $7.50 per share on each of 20 trading days within any 30 trading day period ending on the third business day prior to the date on which notice of such call is given. The call price of the Warrants is to be $.05 per Warrant.
Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.05 call price. 
  

													
							
	By:	 	 	 	 	 	 	 	By:	 	 	 	 
							
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Secretary	 	 	 	 	 	 	 	Chairman of the Board

  









  
 SUBSCRIPTION FORM

 To Be Executed by the Registered Holder in Order to Exercise Warrants 
  
 The undersigned Registered Holder irrevocably elects to exercise
                     Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise
of such Warrants, and requests that Certificates for such shares shall be issued in the name of 
  

			
		
	 	 	 
	 	 	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 	 	 
		
	 	 	 
		
	 	 	 
	 	 	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)
	 	 	 

 and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new
Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: 
  

					
	 Dated: ________________________
	 	 	 	  
	 	 	 	 	 (SIGNATURE)

			
	  	 	 	 	  
	 	 	 	 	 (ADDRESS)

			
	  	 	 	 	  
			
	  	 	 	 	  
	 	 	 	 	 (TAX IDENTIFICATION NUMBER)


  
 ASSIGNMENT

 To Be Executed by the Registered Holder in Order to Assign Warrants 
  
 For Value Received,
                     hereby sell, assign, and transfer unto 
  

			
		
	 	 	 
	 	 	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 	 	 
		
	 	 	 
		
	 	 	 
	 	 	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)

  
                      of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint
                     Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the
premises. 
  

					
			
	 Dated: ________________________
	 	 	 	  
	 	 	 	 	 (SIGNATURE)


  
 THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUSt CORRESPOND TO
THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER
FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC
STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.