Exhibit 4.2




 


[Form of Warrant
Certificate]


 


[FACE]


 


Number


 


 






 


Warrants


 


 



  


THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO


 THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


TEMPUS APPLIED
SOLUTIONS HOLDINGS, INC.


 A
Delaware corporation


 


CUSIP


 


88024L 118


 


Warrant Certificate


 


This
Warrant Certificate certifies that                                        ,
or registered assigns, is the registered holder of                      warrants
(the “Warrants”) to purchase shares of common stock, $.0001 par value (the “Common
Stock”), of Tempus Applied Solutions Holdings, Inc., a Delaware corporation (the“Corporation”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Corporation that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price
(the  “Exercise Price” ) as determined pursuant to the Warrant Agreement, payable in lawful
money (or through “cashless exercise” if permitted by the Warrant Agreement) of the United
States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement (as defined in the reverse hereof).


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 



    	 



    	 



    

 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


	 	TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. 
	 	 
	 	By:  	 
	 	 	 Name: 
	 	 	 Title:


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:  	 
	 	 	Name:  
	 	 	Title:  


 






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[Form of
Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December 13, 2012
(as amended, the “Warrant Agreement”), duly executed and delivered by the Corporation to Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Corporation
and the holders (the words “holders” or “holder”  meaning
the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Corporation. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” if permitted by the Warrant Agreement) at the principal corporate
trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its
assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise:
(i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless
exercise” if permitted by the Warrant Agreement.  


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of the Warrants set forth on the face hereof may,
subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional
interest in a share of Common Stock, the Corporation shall, upon exercise, round up to the nearest whole number of shares of Common
Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.


 


The
Corporation and the Warrant Agent may deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Corporation nor the Warrant Agent
shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof
to any rights of a stockholder of the Corporation.


 






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Election to
Purchase


 


(To Be Executed
Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive                      shares
of Common Stock and herewith tenders payment for such shares to the order of Tempus Applied Solutions Holdings, Inc. (the “Corporation”),
in the amount of $                      in
accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the name of                     ,
whose address is                      and
that such shares be delivered to                      whose
address is                     .
If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares be registered in the name of                     ,
whose address is                     ,
and that such Warrant Certificate be delivered to                     ,
whose address is                     .


 


In
the event that the Warrant has been called for redemption by the Corporation pursuant to Section 6 of the
Warrant Agreement and the Corporation has required cashless exercise pursuant to Section 6.3 of the Warrant
Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In
the event that the Warrant is a Sponsor Warrant that is to be exercised on a “cashless” basis
pursuant to subsections 3.3.1(c) of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section
7.4 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance
with Section 7.4 of the Warrant Agreement.


 


In
the event that the Warrant (as such term is defined in the Warrant Agreement) may be exercised, to the extent allowed by the Warrant
Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable for would be determined in
accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder
hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number
of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of ___________, whose address is ____________, and that such Warrant Certificate be delivered to ___________, whose address
is ____________.


 


Date:                    ,
20


	 	 
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax
Identification Number)


 






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Signature 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).


 


 


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