Specimen Common Stock Certificate for Capstar Acquisition Corp.
This document is a specimen certificate representing shares of common stock in Capstar Acquisition Corp., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, which are transferable upon proper endorsement. The certificate outlines the holder's rights, including the ability to receive funds from the company's trust account only if the company is liquidated for failing to complete a business combination by a specified date, or if the holder votes against and seeks conversion upon a completed business combination. The certificate is subject to the company's Certificate of Incorporation and related resolutions.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.2
[Specimen Common Stock Certificate]
| NUMBER | SHARES | |
________ |
CAPSTAR ACQUISITION CORP.
Incorporated Under the Laws of the State of Delaware
| COMMON STOCK | CUSIP_________ | |
| SEE REVERSE FOR CERTAIN DEFINITIONS |
This Certifies that ________________________________ is the registered holder of ________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001
EACH OF THE COMMON STOCK OF
CAPSTAR ACQUISITION CORP.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Corporation will be forced to liquidate if it is unable to complete a business combination by _______________, 2010, all as more fully described in the Corporation's final prospectus dated _______________, 2008.
This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:_______________
Corporate Seal
Delaware
CHIEF EXECUTIVE OFFICER | SECRETARY |
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 tenant in common | UNIF GIFT MIN ACT | | Custodian | | |
| (Cust) | (Minor) | |||||
| TEN ENT | tenants by the entireties | Under Uniform Gifts to Minors Act: | ||||
| | ||||||
| (State) | ||||||
| JT TEN | as joint tenants with right of survivorship and not as tenants in common | |||||
Additional abbreviations may also be used though not in the above list.
Capstar Acquisition Corp.
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.
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) |
______________________________shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________ Attorney to transfer said stock on the books of the within named Company with 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. |
Signatures(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).
The holder of this certificate shall be entitled to receive funds from the Corporation's trust account only in the event of a liquidation of the Corporation upon failure to consummate a business combination or if the holder seeks to convert his, her or its respective shares into cash upon a business combination which he, she or it voted against and which is actually completed by the Corporation. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.
QuickLinks
- Exhibit 4.2
CAPSTAR ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF CAPSTAR ACQUISITION CORP.
Capstar Acquisition Corp.
