Specimen Series B Unit Certificate



 Exhibit 4.2 
  


					
	 NUMBER
  
 U-                    
	  	 	  	SERIES B UNITS
			
	SEE REVERSE FOR CERTAIN DEFINITIONS	  	MERCATOR PARTNERS ACQUISITION CORP.	  	 

  
 CUSIP
                                 
  
 SERIES B UNITS CONSISTING OF TWO SHARES OF CLASS B COMMON STOCK, ONE CLASS
W WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AND ONE CLASS Z WARRANT 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 Mercator Partners Acquisition Corp., a Delaware corporation (the “Company”), one (1) Class W Warrant (the
“Class W Warrant”) and one (1) Class Z Warrant (the “Class Z Warrant”). Each Class W Warrant and Class Z 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 and Class Z Warrant will become exercisable on the later of (a) [            ], 2006 or (b) the earlier
of the Company’s completion of a business combination or the distribution of funds held by that certain trust fund on behalf of the holders of the Company’s Class B Common Stock. 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 Class B Common Stock, Class W Warrants and Class Z Warrants comprising the Series B 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. 
  

							
	 By
	  	 	  	

	  	 
	 	  	 	  	  	 
	 	  	President	  	  	 Secretary


  









  
 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: 
  

											
	 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.