Exhibit 4.2


 


NUMBER


 


C


 


SHARES


SEE REVERSE FOR


CERTAIN DEFINITIONS


CUSIP [___________]


 


LEVY ACQUISITION CORP.


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


 


LEVY ACQUISITION CORP.


(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 if it is unable to complete a business combination by  , 20__ [TWENTY-ONE MONTHS FROM THE DATE OF THE
CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING OR TWENTY-FOUR MONTHS FROM THE CLOSING OF THE CORPORATION’S INITIAL
PUBLIC OFFERING IF A LETTER OF INTENT, AGREEMENT IN PRINCIPLE OR DEFINITIVE AGREEMENT FOR AN INITIAL BUSINESS COMBINATION IS EXECUTED
BEFORE THE TWENTY-ONE MONTH PERIOD ENDS] 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 seal of the Corporation and
the facsimile signatures of its duly authorized officers.


 


	 	 	[Corporate Seal]	 	 
	Secretary	 	Delaware	 	President


 




    	 



    	 



    

 


LEVY ACQUISITION CORP.


 


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	under Uniform Gifts to Minors
	 	 	of survivorship and not as tenants in common	 	 	 


 


	 	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 ______, 2013, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain
funds held in the trust account established in connection with its initial public offering 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-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING
OR TWENTY-FOUR MONTHS FROM THE CLOSING OF THE CORPORATION’S INITIAL PUBLIC OFFERING IF A LETTER OF INTENT, AGREEMENT IN PRINCIPLE
OR DEFINITIVE AGREEMENT FOR AN INITIAL BUSINESS COMBINATION IS EXECUTED BEFORE THE TWENTY-ONE MONTH PERIOD ENDS], 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.