EXHIBIT 4.2



 Exhibit 4.2 
 [SPECIMEN STOCK CERTIFICATE] 
  

					
	No.                 	 	MARATHON ACQUISITION CORP.	 	                 Shares
	Incorporated under the Laws of the State of Delaware

 CUSIP NO.
  
 Common Stock 
 Par Value $.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 OF $.0001 PER SHARE, OF MARATHON ACQUISITION CORP. (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.

  
 WITNESS the seal of the Corporation and the facsimile signature of its
duly authorized officer. 
  
 Dated:
                    , 2006 
  

					
			
	                                      
                                        
 	 	MARATHON ACQUISITION CORP.	 	                                      
                                        
 
			
	Transfer Agent            	 	CORPORATE SEAL	 	        Authorized Officer
	 	 	2006	 	 
	 	 	 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
	  	 	  	(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. 
  
 Marathon Acquisition Corp. 
  
 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 shares represented hereby 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 holder of this certificate shall be entitled to receive funds from the Corporation’s trust fund only in the event of a
liquidation of the Corporation upon failure to consummate a business combination or
if 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
Corporation. Except as required by applicable law, in no other circumstances shall the
holder have any right or interest of
any kind in or to the trust fund.
  


  
 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 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).