Exhibit 4.2


 




	
  

  	
  COUNTERSIGNED:
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY JERSEY CITY, NJ TRANSFER AGENT
  BY: AUTHORIZED OFFICER THIS CERTIFIES THAT: IS THE OWNER OF NUMBER SHARES
  DATED: SEE REVERSE FOR CERTAIN DEFINITIONS SPECIMEN SPECIMEN SPECIMEN
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C L A S S B C O M M O N
  S T O C K CUSIP 42365Q 20 2 HMB transferable on the books of the Corporation
  in person or by attorney upon surrender of this certificate duly endorsed or
  assigned. This certificate and the shares represented hereby are subject to
  the laws of the State of Delaware, and to the Certificate of Incorporation
  and Bylaws of the Corporation, as now or hereafter amended. This certificate
  is not valid until countersigned by the Transfer Agent. WITNESS the facsimile
  seal of the Corporation and the facsimile signatures of its duly authorized
  officers. CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER HEMISPHERE MEDIA
  GROUP, INC. FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK OF
  $0.0001 PAR VALUE EACH OF HEMISPHERE MEDIA GROUP, INC. SEE RESTRICTIVE LEGEND
  ON REVERSE SIDE 

  






 


 












	
  

  	
  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 SIGNATURE TO THE ASSIGNMENT MUST
  CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
  MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
  A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH
  A SIGNATURE GUARANTEE MEDALLION PROGRAM. COLUMBIA FINANCIAL PRINTING CORP. -
  www.stockinformation.com 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 under Uniform Gifts to Minors survivorship and not as tenants Act in
  common (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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
  ASSIGNEE) Shares of the 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 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 WHATSOEVER.
  HEMISPHERE MEDIA GROUP, INC. Class B Common Stock THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
  1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
  BE OFFERED, SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT AND APPLICABLE STATE SECURITIES LAWS FOR
  SUCH SECURITIES UNDER SUCH ACT OR SUCH LAWS, OR PURSUANT TO AN APPLICABLE
  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR AN
  OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
  REQUIRED UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
  SUBJECT TO A LOCK-UP AGREEMENT AMONG THE REGISTERED OWNER OF SUCH SECURITIES,
  HEMISPHERE MEDIA GROUP, INC. AND CERTAIN OTHER PARTIES THERETO THAT
  MATERIALLY RESTRICTS THE TRANSFERABILITY OF THE SECURITIES. A COPY OF THE
  AGREEMENT IS ON FILE WITH THE SECRETARY OF HEMISPHERE MEDIA GROUP, INC.