Juniper Partners Acquisition Corp. Series B Unit Certificate

  NUMBER SERIES B UNITS U-_______________ SEE REVERSE FOR CERTAIN JUNIPER PARTNERS ACQUISITION CORP. DEFINITIONS 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 Juniper 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 Company's completion of a business combination and [_____], 2006. 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 Continental 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 17 Battery Place, New York, New York 10004, 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. [GRAPHIC OMITTED] JUNIPER PARTNERS ACQUISITION CORP. CORPORATE DELAWARE SEAL 2005 By ------------------------------- --------------------------------- President Secretary  JUNIPER 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.