EX-4.2



 Exhibit 4.2
  

													
	Certificate No.	 		 		 		 		 		 	 Shares

	B [            ]	 		 		 		 		 		 	 [            ]


 THE HABIT RESTAURANTS, INC. 

Incorporated under the laws of the State of Delaware 

Class B Common Stock, par value $0.01 

CUSIP 
 See reverse for certain
definitions 
 THIS CERTIFIES THAT 

[                    ] 

is the record holder of 

[                    ] 

fully paid and non-assessable shares of the Class B common stock, par value of $0.01 per share, of 

The Habit Restaurants, Inc. 

(the “Corporation”) 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 until countersigned and registered by the Transfer Agent and Registrar. 

WITNESS the seal of the Corporation and the signatures of its duly authorized officers
this                     day
of                     ,
                    . 
  

					
	  
	 		 	  

	Russell Bendel, Chief Executive Officer	 	[CORPORATE SEAL]	 	Ira Fils, Chief Financial Officer

  
  

THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. 

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	 	                                	 	under Uniform Gifts to Minors Act	  	                         .
		 	        (Cust)	 		 	(Minor)	 		  	(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 Corporation with full power of
substitution in the premises.	 	
					
		 	Dated:                                    
	 	X	 		 	
		 		 		 	  
	 	
					
		 		 	X	 	  
	 	
		 		 	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	 	
					
		 	 SIGNATURES GUARANTEED:
  
	 		 		 	


									
		 	  
	  		 	
		 	 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.