Exhibit 4.2


 


NUMBER


 


	C-	NUMBER
	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP 57682V 106


 


MATLIN & PARTNERS ACQUISITION CORPORATION


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


CLASS A COMMON STOCK


 


	This Certifies that	 
	 	 
	is the owner of	 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001
EACH OF THE CLASS A COMMON STOCK OF


 


MATLIN & PARTNERS ACQUISITION CORPORATION


(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will be forced to redeem all of its shares of Class
A common stock if it is unable to complete a business combination within the time frame set forth in the Corporation’s Amended
and Restated Certificate of Incorporation, as the same may be amended from time to time, as more fully described in the Corporation’s
final prospectus dated [             ], 2017.


 


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


 


Witness the seal of the Corporation and the
facsimile signatures of its duly authorized officers.


 


	 	 	 	 	[Corporate Seal]	 	 
	
        Secretary
	 	 	 	Delaware	 	President


 




     


     


    

 


MATLIN & PARTNERS ACQUISITION CORPORATION


 


The Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock or series thereof of the Corporation 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 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 Corporation), 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 within Certificate, and do hereby irrevocably constitutes and appoints
	 
	
         

        Attorney to transfer the said stock 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 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 Corporation’s
final prospectus dated                    ,
2017, 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 Corporation redeems the
shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial
business combination by                       ,
2019, (ii) the Corporation redeems the shares of Class A common stock sold in its initial public offering in connection
with a stockholder vote to amend the Corporation’s amended and restated certificate of incorporation to modify the substance
or timing of the Corporation’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial
business combination by                        ,
2019, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common
stock in connection with a tender offer (or proxy solicitation, solely in the event the Corporation 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.