Exhibit 4.2


 


SHARES


 


NUMBER


 


C-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP


 


GRAF ACQUISITION CORP. II


 


COMMON STOCK


 


THIS CERTIFIES THAT is the
owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”),
of Graf Acquisition Corp. II, a Delaware corporation (the “Company”), 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 of the Company.


 


Witness the facsimile signature
of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 






    


     


    

 


GRAF ACQUISITION CORP. II


 


The Company will furnish without
charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights 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 Company’s Second Amended and
Restated Certificate of Incorporation and all amendments thereto and resolutions of the 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—	______

(Cust)	

Custodian	________

(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 Common Stock represented by the within
Certificate, and hereby irrevocably constitutes

and appoints


 


Attorney to transfer the said
shares of Common 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:	 
	 	 
	 	 
	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 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 




 






    


     


    

 


As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering dated           , 2021, 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 the
Company’s initial public offering and liquidates because it does not consummate an initial business combination by the date set
forth (the “Last Date”) in the Company’s Second 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 properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, 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.