Unassociated Document


    Exhibit
4.2

      
        
          
            
              
                	
                        NUMBER

                      	
                        SHARES            

                      


              

            

          

        

      

       


      ______C

       

      CULLEN
AGRICULTURAL HOLDING CORP.

       

      INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

       

      COMMON
STOCK

       

      SEE
REVERSE FOR

      CERTAIN
DEFINITIONS

       

      
        	
                This
      Certifies that

              	
                CUSIP
      229894 100        

              
	 
      	 
      
	
                is
      the owner of

              	 
      


      

       

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

       

      CULLEN
AGRICULTURAL HOLDING 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 facsimile seal of the Corporation 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.

       

      Cullen
Agricultural Holding 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.

       

      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 Corporation 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).