Form of Common Stock Certificate for North American Insurance Leaders, Inc.

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Summary

This document is a template for a stock certificate issued by North American Insurance Leaders, Inc., a Delaware corporation. It certifies ownership of a specified number of fully paid and nonassessable shares of common stock, which can be transferred by the holder upon proper endorsement. The certificate is only valid when countersigned by the transfer agent and registrar. It also outlines certain rights and restrictions, including conditions under which shareholders may receive funds from a trust in connection with specific business combinations.

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EX-4.2 5 ex4-2_082505.txt FORM OF STOCK CERTIFICATE Exhibit 4.2 NO. _______ COMMON STOCK ____________ SHARES CUSIP _____________ SEE REVERSE FOR CERTAIN DEFINITIONS NORTH AMERICAN INSURANCE LEADERS, INC. -------------------------------------- Incorporated under the Laws of the State of Delaware THIS CERTIFIES THAT ____________________________________________ is the owner of __________________________________________________ (_____________) fully paid and nonassessable shares, par value $0.0001 per share, of the Common Stock of NORTH AMERICAN INSURANCE LEADERS, INC. (hereinafter and on the reverse hereof called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this _____ day of _____________, 2005. Countersigned and Registered: (SEAL) Transfer Agent and Registrar ------------------------------ Scott A. Levine Chairman of the Board By: ------------------------------ ------------------------------ Authorized Signatory William R. de Jonge President IMPORTANT NOTICE 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. ---------- 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 (Custodian) (Minor) JT TEN - as joint tenants with right of survivorship and not as under Uniform Gifts to Minors Act of tenants in common _______________________________________ (State) Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ________________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO___________________________________________________________________________, (Please print or typewrite name and address, including zip code, and social security number of assignee) ________________________________ (______________) shares of Common Stock of the Corporation represented by this Certificate and do hereby irrevocably constitute and appoint ______________________________________________ attorney to transfer the said shares of Common Stock on the books of the Corporation, 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. 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 of this certificate shall be entitled to receive funds from the trust fund only in the event that 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 Company. In no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.