EX-4.2





 Exhibit 4.2 

SPECIMEN UNIT CERTIFICATE 

[                ] UNITS 

U-[●] 

SEE REVERSE FOR CERTAIN DEFINITIONS 
 CUSIP 68839R
401 
 OSPREY TECHNOLOGY ACQUISITION CORP. 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK 

THIS CERTIFIES THAT                      is
the owner of                     Units. 
 Each
Unit (“Unit”) consists of one (1) share of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Osprey Technology Acquisition Corp., a Delaware corporation
(the “Corporation”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share of Common
Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of: (i) thirty (30) days after the Corporation’s consummation of a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”), and (ii) twelve (12) months from the completion of the
Corporation’s initial public offering (excluding any overallotment exercise), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Corporation consummates its
initial Business Combination, or earlier upon redemption of all outstanding shares of Common Stock included in the Units sold in the initial public offering by the Corporation of the Units (the “IPO”) or liquidation of the
Corporation (the “Expiration Date”). The Warrant included in this Unit will not become exercisable and will expire worthless in the event the Corporation fails to consummate a Business Combination within the
time period required by the Corporation’s Amended and Restated Certificate of Incorporation.
 The shares of Common Stock and Warrants comprising the
Units represented by this certificate are not transferable separately prior to the 52nd day following the date of the final prospectus relating to the IPO unless Credit Suisse Securities (USA) LLC, acting as representative of the several
underwriters, elects to allow separate trading earlier, subject to the Corporation’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet
reflecting the Corporation’s receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of October 31,
2019, between the Corporation and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004-1561, and are available to any Warrant
holder on written request and without cost. 
 This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation.

 Witness the facsimile signature of its duly authorized officers. 
  

					
	  
 President
	 		  	  
 Secretary


 Transfer Agent: 
  

					
	  
 Name: 
Title:
	 		 	


  
 1 













 OSPREY TECHNOLOGY ACQUISITION CORP. 

The Corporation 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 each class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby
are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units, including, as applicable, the Amended and Restated Certificate of Incorporation and all amendments thereto, the
Warrant Agreement and the resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder(s) of this certificate by acceptance hereof
assent(s). 
 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 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)) 

 
  
  

 
 _________________ Units represented by the within
certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) _______________________________ attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises. 

Dated: 
  

			
	Notice:	 	  
 The signature(s) to this assignment
must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.




  
 2 














	
	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 
OR ANY SUCCESSOR RULE).

 As more fully described in the Corporation’s final prospectus relating to the IPO dated October 31, 2019, the
holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Common
Stock sold in its initial public offering because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more
businesses (a “Business Combination”) within 24 months from the date of the completion of the Corporation’s initial public offering (excluding any overallotment exercise), (b) if the holder(s) seek(s) to redeem for cash
his, her or its respective shares of Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation is required
to seek stockholder approval of the proposed Business Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its Amended and Restated Certificate of
Incorporation (A) to modify the timing or substance of its obligation to allow redemptions in connection with an initial Business Combination or to redeem 100% of Public Shares if the Corporation does not complete an initial Business
Combination within the 24 month timeframe or (B) relating to stockholders’ rights or pre-initial Business Combination activity, (c) the Corporation is liquidated or the Corporation’s board
of directors otherwise resolves to liquidate the trust account and cease to pursue the consummation of a Business Combination at any time within 24 months of the date of the completion of the Corporation’s initial public offering (excluding any
overallotment exercise). In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.