Common Stock Certificate for MDC Acquisition Partners Inc.

Summary

This document certifies that the named individual or entity is the owner of fully paid and non-assessable shares of common stock in MDC Acquisition Partners Inc., a Delaware corporation. The certificate allows for the transfer of shares on the corporation's books when properly endorsed and presented to the transfer agent. It is only valid when countersigned by the transfer agent and registered by the registrar. The certificate is subject to the terms and conditions applicable to the corporation's common stock.

EX-4.2 4 a2162939zex-4_2.htm EXHIBIT 4.2
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Exhibit 4.2

NO.	MDC ACQUISITION PARTNERS INC.	SHARES

CUSIP NO.:	Incorporated under the Laws of the State of Delaware

COMMON STOCK
Par Value $0.0001 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 $0.0001 PER SHARE, OF MDC ACQUISITION PARTNERS INC., a Delaware corporation (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 of the Corporation.

WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officers.

Dated: , 2005


Secretary				Chief Executive Officer


Transfer Agent

MDC Acquisition Partners Inc.
CORPORATE SEAL
2005
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
JT TEN	as joint tenants with right of survivorship		(Cust)		(Minor)
	and not as tenants in common		Under Uniform Gifts to Minors Act:


			(State)

Additional abbreviations may also be used though not in the above list.

MDC Acquisition Partners Inc.

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 Common Stock represented hereby are issued and shall be held subject to the terms and conditions applicable to the Common Stock.

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)

Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney, to transfer the said Common 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).

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