Specimen Common Stock Certificate for Prospect Acquisition Corp.
This document is a specimen certificate representing shares of common stock in Prospect Acquisition Corp., a Delaware corporation. It certifies that the holder owns fully paid and non-assessable shares, which are transferable upon proper endorsement. The certificate outlines conditions under which shareholders may receive funds from the company's trust account, such as liquidation or dissenting from a business combination. It is subject to the company's Certificate of Incorporation and related board resolutions. The certificate must be properly registered and countersigned to be valid.
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Exhibit 4.2
[Specimen Common Stock Certificate]
| NUMBER | SHARES | |||
| | |
PROSPECT 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
PROSPECT ACQUISITION CORP.
transferable on the books of the Prospect Acquisition Corp. (the "Company") in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Company will be forced to liquidate if it is unable to complete a business combination by , 2009, all as more fully described in the Company's final prospectus dated , 2007.
This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
| Dated: | | |||||
Corporate Seal | ||||||
Delaware | ||||||
CHIEF EXECUTIVE OFFICER | SECRETARY | |||||
Prospect Acquisition Corp.
The Company 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 Company 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 Company), to all of which the holder of this certificate by acceptance hereof assents.
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 | (Cust) | Custodian | (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.
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 Company's trust account only in the event of a liquidation of the Company 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 Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.
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