Exhibit 4.2


 


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	NUMBER	SHARES


 


Agile
Growth Corp.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [ ]


 


This Certifies that __________________________ is
the owner of __________________________


 


FULLY PAID AND NON-ASSESSABLE CLASS
A ORDINARY SHARES OF THE PAR VALUE OF

US$0.0001 EACH OF Agile Growth Corp. (THE
 “COMPANY”)


 


subject to the Company’s amended
and restated memorandum and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, all as more fully described
in the Company’s final prospectus dated              , 2021.


 


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


 


Witness the facsimile signatures of its
duly authorized officers.


 


	Dated:	 	 	 
	 	 	 
	
        President
	

         
	
        Chief Financial Officer

         



 






    


     


    

 


Agile
Growth 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 shares 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 Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the
Board of Directors providing for the issue of Class A 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	UNIF GIFT MIN ACT	—	Custodian
	 	 	 	 	 	 	 
	(Cust)	(Minor)
	 	 	 	 	 	 
	TEN ENT	—	as 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.


 






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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 AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


 


 


_____________ Shares represented by the within Certificate,
and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company
with full power of substitution in the premises.


 


	Dated	 	 




 





	 	
	 	Shareholder




 


	 	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).


 



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In each case, as more fully described in the Company’s
final prospectus 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 its initial public offering only in the event that (i) the Company redeems the Class A ordinary
shares 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 memorandum and articles of association, as the same may
be amended from time to time, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would
modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to
have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Class
A ordinary shares if the Company does not complete its initial business combination within the time period set forth therein or
(B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, or (iii) if the holder(s)
seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender offer (or proxy solicitation,
solely in the event the Company seeks shareholder 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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