Exhibit 4.2


 


	 	NUMBER	SHARES	 
	 	 	 	 
	______C	 	 


 


CAPITOL ACQUISITION
CORP. II


 


INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE


 


COMMON STOCK


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	 	 	CUSIP 14056V 105
	 	 	 	 
	is the owner of      	 	 	 


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF


 


CAPITOL ACQUISITION
CORP. II


 


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 liquidate if it is unable to complete a business combination within 21 months from the closing of the Corporation’s
initial public offering (or 24 months from the closing of the initial public offering if the Corporation has executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 21 months from the closing
of the initial public offering but has not completed the initial business combination within such 21-month period), all as more
fully described in the Corporation’s final prospectus dated ________, 2013


This certificate
is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


Witness the facsimile
seal of the Corporation and the facsimile signatures of its duly authorized officers.


 


	Dated:		 	 



 


	 	 		 	 
	CHAIRMAN	 	 	SECRETARY
	 	 	 	 




 




    	 



    	 



    

 


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	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.


 


Capitol Acquisition
Corp. II


 


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.


 


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 will 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(s) of this certificate shall be entitled to receive
a pro-rata portion of the funds from the trust account only in the event that (i) the Corporation is forced to liquidate because
it does not consummate an initial business combination within 21 months from the closing of the Corporation’s initial public
offering (or 24 months from the closing of the initial public offering if the Corporation has executed a letter of intent, agreement
in principle or definitive agreement for an initial business combination within 21 months from the closing of the initial public
offering but has not completed the initial business combination within such 21-month period) or (ii) if the holder(s) seeks to
have his, her or its respective shares of Common Stock converted in connection with any proxy solicitation undertaken by the Company
in connection with an 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.