Unassociated Document


    

      EXHIBIT
4.2

      


      SPECIMEN
COMMON STOCK CERTIFICATE

      


      
        	
                NUMBER

              	
                SHARES

              


      

       

      CS-
_________

       

      57TH
STREET ACQUISITION CORP.

       

      INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

       

      COMMON
STOCK

       

      SEE
REVERSE FOR

      CERTAIN
DEFINITIONS

      


      
        	
                THIS
      CERTIFIES THAT

              	
                CUSIP
      316816 107   

              


      

       

      IS THE
OWNER OF

       

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

      $.0001
PER SHARE, OF THE COMMON STOCK OF

       

      57TH
STREET ACQUISITION CORP.

      


      transferable on the books
of  57TH STREET ACQUISITION CORP.

      (the
“Company”) in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.  The Company will be forced to redeem
shares of common stock sold in the Company’s initial public offering if it is
unable to complete a business transaction by
[         ] [15 MONTHS FROM THE
DATE OF THE FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC
OFFERING].  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:

      


      57TH
STREET ACQUISITION CORP.

      


      DELAWARE

      SEAL

      2009

      


      AUTHORIZED
OFFICER


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (Signature)

      CHIEF
EXECUTIVE OFFICER

      


      (Seal)

      


      (Signature)

      SECRETARY

      


      COUNTERSIGNED
AND REGISTERED:

      CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

      TRANSFER
AGENT AND REGISTRAR

      BY:

      


      (Reverse
of Certificate)

      


      57TH
STREET ACQUISITION CORP.

      


      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 shares
or series thereof of the Company 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 securities (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(s), assign(s) and
transfer(s) unto

      


      PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER 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 Company 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).

       

      The
holder(s) of this certificate shall be entitled to receive a pro-rata portion of
funds from the trust account only in the event that the Company redeems the
shares of Common Stock sold in its initial public offering because it does not
consummate a Business Transaction by [] [FIFTEEN MONTHS FROM THE DATE OF THE
FINAL PROSPECTUS RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING], 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, solely in the event the
Company seeks stockholder approval of the proposed Business Transaction) setting
forth the details of a proposed Business Transaction. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust
account.