Exhibit 4.2


 


	NUMBER	NUMBER
	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP [●]


 


Monocle Acquisition
Corporation


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


This Certifies that


 


is the owner of


 


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


 


Monocle Acquisition
Corporation


(THE “COMPANY”)


 


transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.


 


The Company will be forced to redeem all of its shares of common
stock if it is unable to complete a business combination within the period of time set forth in the Company’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time, all as more fully described in the Company’s
final prospectus dated _________________, 2018.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


Witness the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.


 


	 	
        [Corporate Seal]

        Delaware
	 
	Chief Executive Officer	 	Chief Financial Officer


 




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Monocle Acquisition
Corporation


 


The Company 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 Company 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 Company’s Board of Directors providing for the issue of
securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents. 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	 
	 	 	 	 	 		 	
	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 
	 	 	 	 	 	 	 	 
	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.


 


For value received, ____________________________________hereby
sells, assigns and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Shares of the capital stock represented by the within Certificate,
and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said stock on the books of the within named
Company with full power of substitution in the premises.


 


Dated:


 


NOTICE: THE SIGNATURE(S) 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:


By


 


THE SIGNATURE(S) MUST 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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




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In each case, as more fully described in the Company’s final
prospectus dated _________________, 2018, the holder(s) of this certificate shall be entitled to receive a pro rata portion of
certain funds held in the trust account established in connection with the Company’s initial public offering only in the
event that (i) the Company redeems the shares of common stock sold in its initial public offering and liquidates because it does
not consummate an initial business combination within the period of time set forth in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
(ii) the Company redeems the shares of common stock sold in its initial public offering in connection with a stockholder vote to
approve an amendment to any provision of the Charter relating to stockholders’ rights or the Company’s pre-initial
business combination activity, including the substance or timing of the Company’s obligation to redeem 100% of its shares
of common stock sold in its initial public offering if the Company does not complete its initial business combination within the
required time period, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of common stock in
connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed
initial business combination) setting forth the details of a proposed 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.


 








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