CAPITOL ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK

EX-4.2 7 v215338_ex4-2.htm
NUMBER
  
SHARES
 
______C
 
CAPITOL ACQUISITION CORP. II
 
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 
COMMON STOCK
 
SEE REVERSE FOR
CERTAIN DEFINITIONS
 
This Certifies that
  
CUSIP 14056V 105                  
     
is the owner of
    
 
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF
 
CAPITOL ACQUISITION CORP. II
 
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 __________, 2013, all as more fully described in the Corporation’s final prospectus dated ________, 2011
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
 
Dated:

 
 
   
   
CHAIRMAN
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 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.
 
Capitol Acquisition Corp. II
 
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 thereby 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 the said stock on the books of the within named Corporation 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).

The holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only in the event that (i) the Company is forced to liquidate because it does not consummate an initial business combination by __________, 2013 [24 Months from the date of the final prospectus relating to the Company’s initial public offering], (ii) if the holder(s) seek to sell his, her or its respective shares of Common Stock to the Company prior to the consummation of an initial business combination or (iii) if the holder(s) seek to have his, her or its respective shares of Common Stock converted or repurchased in connection with any proxy solicitation or tender offer undertaken by the Company in connection with an initial business combination.  In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.