exv4w2






Exhibit 4.2




NUMBER




C




	 	 	 

	 

	 	SHARES
	 

	 	SEE REVERSE FOR
	 

	 	CERTAIN DEFINITIONS
	 

	 	CUSIP ________________






JWC ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK




	 	 	 

	This Certifies that
	 	 
	 

	 	 
	 
	 	 
	is the owner of
	 	 
	 

	 	 




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




JWC ACQUISITION CORP.

(THE “CORPORATION”)



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 redeem all of its shares of common stock and liquidate if it is
unable to complete a business combination by ____, 2012 [TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING
OF THE CORPORATION’S INITIAL PUBLIC OFFERING] all as more fully described in the Corporation’s
final prospectus dated ____, 2010.



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.



	 	 	 	 	 

	 

	 	[Corporate Seal]	 	 
	 

	 	 	 	 
	Secretary

	 	Delaware
	 	President






 









 






JWC 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
securities (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
	 	UNIF GIFT MIN ACT —
	 	 	 	Custodian	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN	 	—	 	as joint tenants with right	 	 	under Uniform Gifts to Minors
	 	 	 	 	of survivorship and not as tenants in common	 	 	 	 	 	 






	 	 	 	 	 
	 	 	 
	 	Act  	
 	 
	 	 	(State)      	 
	 	 	 	 
	 


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



For value received, ________________________ hereby sells, assigns and transfers unto



 
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) 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 Corporation 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).



In each case, as more fully described in the Corporation’s final prospectus dated ______, 2010, 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 Corporation redeems the shares of Common Stock sold in its
initial public offering and liquidates because it does not consummate an initial business
combination by ___, 2012[TWENTY-ONE MONTHS FROM THE DATE OF THE CLOSING OF THE CORPORATION’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 solicitation, solely in the
event the Corporation seeks stockholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.