Exhibit 4.2



 Exhibit 4.2 
  

											
	 NUMBER
	 		 		 		 	SHARES	 	
	            C	 		 		 		 		 	

 CAPITOL ACQUISITION CORP. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 COMMON STOCK

 SEE REVERSE FOR 
 CERTAIN DEFINITIONS 
  

							
	 This Certifies that
	 		  	CUSIP 14055E 104	  	
	 is the owner of
	 		  		  	

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

 CAPITOL ACQUISITION CORP. 
 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 liquidate if it is unable to complete a business combination by
                    , 2009, all as more fully described in the Corporation’s final prospectus dated
                    , 2007 
 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. 
 Capitol 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 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).	 	

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