Unassociated Document


     

    Exhibit
      4.2

     

    
      [SPECIMEN
        COMMON STOCK CERTIFICATE]

    

    
      	 	 	 
	
              NUMBER

            	 	
              SHARES

            
	 	 	 
	
              CUSIP

            	 	 
	 
	
              GSC
                ACQUISITION COMPANY

            
	
              INCORPORATED
                UNDER THE LAWS OF THE STATE OF DELAWARE

            
	
              COMMON
                STOCK

            
	 	 	
              SEE
                REVERSE FOR 

            
	 	 	
              CERTAIN
                DEFINITIONS

            
	
              This
                Certifies that

            	 	 
	
              is
                the owner of

            
	 
	
              FULLY
                PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001
                

            
	
              EACH
                OF THE COMMON STOCK
                OF 

            
	 
	
              GSC
                ACQUISITION COMPANY

            
	 
	
              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:

            	 	 
	 	
              CORPORATE

            	 
	 	
              SEAL

            	 
	 	 	 
	
              [CHIEF
                EXECUTIVE OFFICER]

            	 	
              SECRETARY

            
	 	
              DELAWARE

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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

              TEN ENT

              JT TEN 

            	
              as
                tenants in common

              as
                tenants by the entireties

              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.

            
	 
	
               GSC
                Acquisition Company

            
	 


    

    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 hereby 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
                holder of this certificate shall be entitled to receive funds from
                the
                Corporation’s trust account only in the event of a liquidation of the
                Corporation upon failure to consummate a business combination or
                if the
                holder seeks to convert his, her or its respective shares into cash
                upon a
                business combination which he, she or it voted against and which
                is
                actually completed by the Corporation. In no other circumstances
                shall the
                holder have any right or interest of any kind in or to the trust
                account.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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).