exv4w2



 





Exhibit 4.2



SPECIMEN COMMON STOCK CERTIFICATE



THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION FROM REGISTRATION
THEREFROM.



THE SECURITIES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AND OTHER AGREEMENTS SET FORTH IN (I) THE LETTER AGREEMENT DATED AS OF JANUARY 24, 2008, AS
MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE HOLDER, THE COMPANY, LAZARD CAPITAL MARKETS LLC,
AND MORGAN STANLEY & CO. INCORPORATED, AND (II) THE STOCK ESCROW AGREEMENT DATED AS OF JANUARY 24, 2008,
AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE HOLDER, THE COMPANY AND OTHER FOUNDERS
OF THE COMPANY, AND THE TRANSFER AGENT. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.




 




			
	NUMBER
	 	                     SHARES
	                    C
	 	CUSIP                     






	 	 	 
	SEE REVERSE FOR CERTAIN

	 	 
	DEFINITIONS
	 	 






ATLAS ACQUISITION HOLDINGS CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK




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

ATLAS ACQUISITION HOLDINGS CORP.



transferable on the books of Atlas Acquisition Holdings Corp. (the “Company”) in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal
of the Company and the facsimile signatures of its duly authorized officers.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	James N. Hauslein, Chief Executive Officer
	 	 	 	Gaurav V. Burman, Secretary
	 
	 	 	 	 	 	 
	Countersigned and Registered:	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	American Stock Transfer & Trust Company
	 	 	 	Registrar







 









 






     The Company 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 Company 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 issuance of shares of Common Stock (copies of which may be obtained from the secretary of the
Company), 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

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common




	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	                    
	 	Custodian                     
          	 	 
	 
	 	 	 	
(Cust)
	 	
(Minor)	 	 
	 
	 	 	under Uniform Gifts to Minors	 	 
	 

	 	Act	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 





Additional abbreviations may also be used though not in the above list.




     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 Company with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(SIGNATURE)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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.






2









 





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 trust fund only in the
event that the Company is liquidated because it does not consummate a
business combination or the holder seeks to convert his, her, or its
respective shares into cash upon a business combination which he,
she,  or it voted against and which is actually completed by the
Company. In no other circumstances shall the holder have any right or interest of any kind in or to
the trust fund.





3