Exhibit 4.2

SPECIMEN COMMON STOCK CERTIFICATE

 


	
                        NUMBER
 	
                         
 	
                        SHARES
 
	
                         
 	
                         
 	
                         
 




GHL ACQUISITION CORP.

Incorporated under the Laws of the State of Delaware

 


	
       
 	
                        COMMON STOCK
 	
      CUSIP _________
 




 

SEE REVERSE FOR

CERTAIN DEFINITIONS

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001

EACH OF THE COMMON STOCK OF

GHL ACQUISITION CORP.

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 an initial business combination by __________, all as more fully described in the Corporation’s final prospectus dated __________.

This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation.

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

 


	Dated: ________________
	 	 
	
                         
 	
                        GHL ACQUISITION CORP.

            2007
 	
                         
 
	
                         
 	
                         
 	
                         
 
	
                         
 	
                        CORPORATE SEAL
 	
                         
 
	
                        CHIEF EXECUTIVE 
 OFFICER
 	
                        DELAWARE
 	
                        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 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.

GHL 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 hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and any 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__________________
 	
                         
 	
      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:
 
	
                         
 
	
            
       
 
 	
       
 
	
                        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 of this certificate shall be entitled to receive funds from the Corporation’s trust account (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company) only in the event of a liquidation of the Corporation upon failure to complete an initial business combination or if the holder seeks to convert his, her or its respective shares into cash upon an initial business combination which he, she or it voted against and which is actually completed by the Corporation, in each case subject to and as provided by the Certificate of Incorporation and all amendments thereto. In no other circumstances shall the holder have any right or interest of any kind in or to the trust account.