GRASSMERE ACQUISITION Corp - FORM S-1/A - EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - June 9, 2011

Attached files

file filename
S-1/A - AMENDMENT NO. 1 - GRASSMERE ACQUISITION Corpv224898_s1a.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - GRASSMERE ACQUISITION Corpv224898_ex1-1.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - GRASSMERE ACQUISITION Corpv224898_ex3-2.htm
EX-5.1 - FORM OF OPINION OF MCDERMOTT WILL & EMERY LLP - GRASSMERE ACQUISITION Corpv224898_ex5-1.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - GRASSMERE ACQUISITION Corpv224898_ex4-1.htm
EX-10.3 - FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND THE INDEPENDENT DIRECTOR NO - GRASSMERE ACQUISITION Corpv224898_ex10-3.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN THE REGISTRANT AND GRA - GRASSMERE ACQUISITION Corpv224898_ex10-5.htm
EX-10.6 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND GRASSMERE ACQU - GRASSMERE ACQUISITION Corpv224898_ex10-6.htm
EX-10.9 - FORM OF INDEMNITY AGREEMENT - GRASSMERE ACQUISITION Corpv224898_ex10-9.htm
EX-99.2 - CONSENT OF WILLIAM THOMAS GRANT II - GRASSMERE ACQUISITION Corpv224898_ex99-2.htm
EX-99.1 - CONSENT OF ROBERT DRUTEN - GRASSMERE ACQUISITION Corpv224898_ex99-1.htm
EX-10.2 - FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, GRASSMERE ACQUISITION HOLDINGS - GRASSMERE ACQUISITION Corpv224898_ex10-2.htm
EX-23.1 - CONSENT OF ROTHSTEIN, KASS & COMPANY, P.C. - GRASSMERE ACQUISITION Corpv224898_ex23-1.htm
EX-10.4 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFE - GRASSMERE ACQUISITION Corpv224898_ex10-4.htm
EX-10.8A - AMENDED AND RESTATED WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011, BETWEE - GRASSMERE ACQUISITION Corpv224898_ex10-8a.htm
EX-10.8C - WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011 BETWEEN THE REGISTRANT AND R - GRASSMERE ACQUISITION Corpv224898_ex10-8c.htm
EX-10.8B - WARRANT SUBSCRIPTION AGREEMENT, DATED JUNE 6, 2011 BETWEEN THE REGISTRANT AND W - GRASSMERE ACQUISITION Corpv224898_ex10-8b.htm
EX-10.12 - PROMISSORY NOTE, DATED JUNE 6, 2011, ISSUED TO GRASSMERE ACQUISITION HOLDINGS, - GRASSMERE ACQUISITION Corpv224898_ex10-12.htm
EX-10.11B - SECURITIES ASSIGNMENT AGREEMENT, DATED JUNE 6, 2011 BETWEEN GRASSMERE ACQUISITI - GRASSMERE ACQUISITION Corpv224898_ex10-11b.htm
EX-10.11A - SECURITIES ASSIGNMENT AGREEMENT, DATED JUNE 6, 2011 BETWEEN GRASSMERE ACQUISITI - GRASSMERE ACQUISITION Corpv224898_ex10-11a.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER AND TRUST COMPANY - GRASSMERE ACQUISITION Corpv224898_ex4-4.htm
 
Exhibit 4.2
 
NUMBER
 
C
 
 
SHARES
 
SEE REVERSE FOR
 
CERTAIN DEFINITIONS
 
CUSIP                                       
 
GRASSMERE ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
 
This Certifies that
  
   
is the owner of
  

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON STOCK OF
 
GRASSMERE ACQUISITION CORPORATION
(THE “CORPORATION”)
 
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 redeem all of its shares of common stock and liquidate if it is unable to complete a business combination by _____, 20__ [TWENTY-FOUR MONTHS FROM THE DATE OF THE FINAL PROSPECTUS] 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 seal of the Corporation and the facsimile signatures of its duly authorized officers.
 
   
[Corporate Seal]
    
Secretary
  
Delaware
  
President
 
 
 
 
 
GRASSMERE ACQUISITION CORPORATION
 
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 securities (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
  
(Cust)
  
(Minor)
JT TEN
   —   
as joint tenants with right
of survivorship 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.
 
For value received,                                                                hereby sells, assigns and transfers unto
 
 
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
 
 
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
 
 
 
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints
 
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
 
Dated:
 
NOTICE: THE SIGNATURE(S) 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) MUST 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).
 
In each case, as more fully described in the Corporation’s final prospectus dated ______, 2011, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account only in the event that the Corporation redeems the shares of common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by ___, 20__ [TWENTY-FOUR MONTHS FROM THE DATE OF THE FINAL PROSPECTUS], or if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed 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.