[SPECIMEN STOCK CERTIFICATE]

EX-4.2 3 dex42.htm EXHIBIT 4.2 EXHIBIT 4.2

Exhibit 4.2

[SPECIMEN STOCK CERTIFICATE]

 

No.                    MARATHON ACQUISITION CORP.                    Shares
Incorporated under the Laws of the State of Delaware

CUSIP NO.

 

Common Stock

Par Value $.0001 Per Share

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

THIS CERTIFIES THAT                                                                                                                                                 IS THE OWNER OF                                                                                                                                         FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, WITH A PAR VALUE OF $.0001 PER SHARE, OF MARATHON ACQUISITION CORP. (the “Corporation”), transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate if properly endorsed. 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 signature of its duly authorized officer.

 

Dated:                     , 2006

 

                                                                                    MARATHON ACQUISITION CORP.                                                                                    
Transfer Agent               CORPORATE SEAL           Authorized Officer
    2006    
   

DELAWARE

 

 

 

 

    

 

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

       

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.

 

Marathon Acquisition Corp.

 

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option 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.

 

 

The holder of this certificate shall be entitled to receive funds from the Corporation’s trust fund 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
respective shares into cash upon a business combination which he voted against and which is actually completed by the
Corporation. Except as required by applicable law, in no other circumstances shall the holder have any right or interest of
any kind in or to the trust fund.

 

 

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 with full power of substitution in the premises.

Dated                                             By:    
            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:
By:    
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).