NUMBER U-__________

EX-4.1 5 v062391_ex4-1.htm Unassociated Document

EXHIBIT 4.1


NUMBER U-__________			SERIES A UNITS
SEE REVERSE FOR CERTAIN DEFINITIONS	STONELEIGH PARTNERS ACQUISITION CORP.

		CUSIP ___________

SERIES A UNITS CONSISTING OF FOUR SHARES OF COMMON STOCK AND FOUR CLASS Z WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT ______________________________________________________________________________________________

is the owner of _______________________________________________________________________________________________________ Series A Units.

Each Series A Unit (“Series A Unit”) consists of four (4) shares of common stock, par value $.0001 per share (“Common Stock”), of Stoneleigh Partners Acquisition Corp. Inc., a Delaware corporation (the “Company”), and four (4) Class Z Warrants (the “Class Z Warrants”). Each Class Z Warrant entitles the holder to purchase one (1) share of Common Stock for $1.50 per share (subject to adjustment). Each Class Z Warrant will become exercisable on the later of the Company’s completion of a business combination and [_____], 2008. The Class Z Warrants will expire unless exercised before 5:00 p.m., New York City time, on [_____], 2015, or earlier upon redemption. The Common Stock and Class Z Warrants comprising the Series A Units represented by this certificate are not transferable separately prior to [_____], 2007, subject to earlier separation in the discretion of HCFP/Brenner Securities LLC. The terms of the Class Z Warrants are governed by a Warrant Agreement, dated as of [_____], 2007, 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 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		Assistant Secretary

Stoneleigh 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 A Units

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

_________________________________________________________________________________________________________________________Attorney

to transfer the said Series A 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.