Exhibit 4.2


 


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


 


GP INVESTMENTS ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS


ORDINARY SHARES


 


	This Certifies that  	 
	 	 
	is the owner of  	 


 


FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF
$.0001 EACH OF


 


GP INVESTMENTS ACQUISITION CORP.


(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 ordinary shares
if it is unable to complete a business combination by ___________, 20___ as more fully described in the Company’s final prospectus
dated             , 2015.


 


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


 


Witness facsimile signatures of its duly authorized
officers.


 


	Chairman	 	 	 	Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 


 


	 


 


GP INVESTMENTS ACQUISITION 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 amended and
restated memorandum and articles of association 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 —	 	                               Custodian                                  
	TEN ENT	—	 	as tenants by the entireties	 	(Cust)	 	  (Minor)
	JT TEN	—	 	as joint tenants with right	 	under Uniform Gifts to Minors
	 	 	 	of survivorship and not as tenants in common	 	 	 	 
	 	 	 	 	 	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 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).


 


In each case, as more fully described in the Company’s final
prospectus dated             , 2015, 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 the Company redeems the ordinary shares sold in its initial public offering and liquidates
because it does not consummate an initial business combination by __________, 20__ or if an amendment is approved to Article 48.4(a)
of the Company's memorandum and articles of association that would affect the substance or timing of the Company's obligation to
redeem the shares issued in its initial public offering if the Company did not complete its business combination within 24 months
from closing of the initial public offering or if the holder(s) seek(s) to redeem for cash his, her or its respective 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.