NUMBER

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

 

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 Stoneleigh 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 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 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 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.

 

 

 

 

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: