Specimen Common Stock Certificate




 Exhibit 4.2 
 [Specimen Common Stock Certificate] 
  

					
	NUMBER	 		    	SHARES
	  
	 		    	                          


 RAYCLIFF ACQUISITION CORP. 
 Incorporated Under the Laws of the State of Delaware 
  

					
		 	COMMON STOCK	 	CUSIP                 
		 		 	

 SEE REVERSE FOR 
 CERTAIN DEFINITIONS 
  

					
	 This Certifies that
	 	  
	 	is the


					
	registered holder of	 	  
	 	

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 
 EACH OF THE COMMON STOCK OF 
 RAYCLIFF 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
                    , 20     (or
                    , 20     if the Extended Period is approved), all as more fully described in the Corporation’s
amended and restated certificate of incorporation. 
 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 
 Delaware

  

					
	  
	 		 	  

	 PRESIDENT
	 		 	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 tenant in common	 		 	UNIF GIFT MIN ACT	 	  
	 	Custodian	 	  

		 		 		 		 	(Cust)	 		 	(Minor)
	 TEN ENT
	 	tenants by the entireties	 		 		 	Under Uniform Gifts to Minors Act:
		 		 		 		 	  
	 	
		 		 		 		 	(State)
	 JT TEN
	 	as joint tenants with right of survivorship and not as tenants in common	 		 		 		 		 	

 Additional abbreviations may also be used though not in the above list. 
 Raycliff 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 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. 
 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 said stock on the books of the within named Company 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
whatever.

 Signatures(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 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 (i) the approval of a proposal by the stockholders of the Corporation to extend the Corporation’s corporate existence which he, she or it voted against and which is actually approved by the Corporation or (ii) 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.