Exhibit
4.2


 


SPECIMEN
ORDINARY SHARE CERTIFICATE


 


	CERTIFICATE
    NUMBER	SHARES
    _______


 


8i
ACQUISITION 2 CORP.


 


INCORPORATED
UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS


 


ORDINARY
SHARE


 


	 	SEE
    REVERSE FOR
	 	CERTAIN
    DEFINITIONS
	THIS
    CERTIFIES THAT	CUSIP:
    [_____]
	IS
    THE OWNER OF	 


 


FULLY
PAID AND NON-ASSESSABLE ORDINARY SHARES OF NO PAR VALUE


 


8I
ACQUISITION 2 CORP.


 


transferable
on the books of the Company 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
Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	 	 
	Chairman	 	Chief
    Financial Officer


 


8i
ACQUISITION 2 CORP.


CORPORATE


SEAL
[____]


BRITISH
VIRGIN ISLANDS


 


8i
ACQUISITION 2 CORP.


 


The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of share or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the Ordinary Shares represented thereby are issued and
shall be held subject to all the provisions of the Amended and Restated Memorandum and Articles of Association and all amendments
thereto and resolutions of the Board of Directors providing for the issuance of Ordinary Shares (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


TEN
ENT - as tenants by the entireties


JT
TEN - 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.


 


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 share 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) 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).


 


The
holder of this certificate shall be entitled to receive funds from the trust account only in the event of (i) the liquidation
of the trust account upon a failure to consummate a business combination, as described in the prospectus covering the securities
or (ii) if the holder seeks to convert his respective shares or sells them to the Company in a tender offer, in each case in connection
with (1) the consummation of a business combination or (2) in connection with an amendment to our Memorandum and Articles of Association
prior to the consummation of a business combination. In no other circumstances shall the holder have any right or interest of
any kind in or to the trust account.


 




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