Attached files

file filename
S-1/A - AMENDMENT TO FORM S-1 - Capitol Acquisition Corp. IIIfs12015a1_capitolacq3.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - Capitol Acquisition Corp. IIIfs12015a1ex3i_capitolacq.htm
EX-5.1 - OPINION OF GRAUBARD MILLER - Capitol Acquisition Corp. IIIfs12015a1ex5i_capitolacq3.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Capitol Acquisition Corp. IIIfs12015a1ex4iii_capitolacq3.htm
EX-23.1 - CONSENT OF MARCUM LLP - Capitol Acquisition Corp. IIIfs12015a1ex23i_capitolacq3.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex1i_capitolacq3.htm
EX-3.2 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Capitol Acquisition Corp. IIIfs12015a1ex3ii_capitolacq.htm
EX-3.3 - BY-LAWS - Capitol Acquisition Corp. IIIfs12015a1ex3iii_capitolacq.htm
EX-10.4 - FORM OF PROMISSORY NOTE ISSUED TO LELAND INVESTMENTS - Capitol Acquisition Corp. IIIfs12015a1ex10iv_capitolacq.htm
EX-10.3 - FORM OF STOCK ESCROW AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10iii_capitolacq3.htm
EX-10.7 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10vii_capitolacq3.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10ii_capitolacq.htm
EX-10.5 - FORM OF REGISTRATION RIGHTS AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10v_capitolacq3.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Capitol Acquisition Corp. IIIfs12015a1ex4i_capitolacq3.htm
EX-14 - CODE OF ETHICS - Capitol Acquisition Corp. IIIfs12015a1ex14_capitolacq3.htm
EX-10.6 - FORM OF SUBSCRIPTION AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10vi_capitolacq3.htm
EX-4.4 - FORM OF WARRANT AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex4iv_capitolacq3.htm
EX-10.1 - FORM OF LETTER AGREEMENT - Capitol Acquisition Corp. IIIfs12015a1ex10i_capitolacq3.htm

Exhibit 4.2

 

NUMBER

 

                           C

 

 

 

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

 

SEE REVERSE FOR
CERTAIN DEFINITIONS

 

  This Certifies that   CUSIP 14055M 106
  is the owner of    

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF

 

CAPITOL ACQUISITION CORP. III

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 within the period of time as set forth in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time, all as more fully described in the Corporation’s final prospectus dated _____, 2015
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
   
   

 

1

 

 

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 and not as tenants in common   under Uniform Gifts to Minors
Act ______________  

(State)
 

 

Additional abbreviations may also be used though not in the above list.

 

Capitol Acquisition Corp. III

 

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(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’s Certificate of Incorporation, as the same may be amended from time to time, or (ii) if the holder(s) seeks to have his, her or its respective shares of Common Stock converted in connection with any proxy solicitation undertaken by the Company in connection with an initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.