Exhibit
      4.2

    (Face
      of
      Certificate - FMG ACQUISITION CORP.)

    


    COMMON
      STOCK

     

    C
      

    


    FMG
      ACQUISITION CORP.

    


    


    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE 

    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS 

    


    CUSIP_____________
         

    


    


    This
      Certifies that

    


    is
      the
      owner of 

    


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

     

    FMG
      ACQUISITION CORP.

     

    transferable
      on the books of the Corporation 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 Corporation and the facsimile signatures of its duly
      authorized officers.

     

    


    Dated:
      

    


    


    COUNTERSIGNED
      AND REGISTERED: 

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY 

    TRANSFER
      AGENT AND REGISTRAR 

    BY:
      

    AUTHORIZED
      OFFICER 

    


    


    (Signature)

    CHIEF
      EXECUTIVE OFFICER 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Seal)

    


    (Signature)

    SECRETARY
      

    


    


     

    (Reverse
      of Certificate)

    


    


    FMG
      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 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.

    


    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:
      

    


    
      
        


        
          	 


        

      

      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: 

    


      

    
      	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 of this certificate shall be entitled to receive funds from the trust
      account only in the event of the Company’s liquidation or if the holder seeks to
      convert his respective shares into cash upon a business combination which he
      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 account.