EXHIBIT 4.1




	NUMBER	SHARES             


 


______C


 


HYDE PARK ACQUISITION
CORP. II


 


INCORPORATED UNDER THE
LAWS OF DELAWARE


 


COMMON STOCK


 


SEE REVERSE FOR


CERTAIN DEFINITIONS




 


	This Certifies that	CUSIP 448640 102
	 	 
	is the owner of 	 


 


FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF THE PAR VALUE OF $.0001 EACH OF


 


HYDE PARK ACQUISITION
CORP. II


 


transferable on
the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


 The Company
will be forced to liquidate the funds in its trust account if it is unable to complete an initial business combination within twenty-one
months from the effective date of the Company’s initial public offering, as more fully described in the Company’s final
prospectus dated ________, 2012.


 


This certificate
is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


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


 


           Dated:


 


	
         CHAIRMAN
	 		 	
        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	 	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.


 


Hyde Park Acquisition Corp.
II


 


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 issue of Preferred 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.


 


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 will full power of substitution in the premises.


 


	Dated	 	 	 
	 	 
	 	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 trust account only in the event of the Company’s redemption of
100% of the shares sold in the Company’s initial public offering upon failure to consummate an initial business
combination, if the holder seeks to convert or sell his respective shares upon consummation of such business combination or
in connection with a vote to amend certain provisions of the Company’s Amended and Restated Certificate of Incorporation
prior to the consummation of an initial business combination.  In no other circumstances shall the holder have any
right or interest of any kind in or to the trust account.