EX-4.2





 Exhibit 4.2 
  

			
		  	 NUMBER

NUMBER C-SHARES

SEE REVERSE FOR
 CERTAIN
DEFINITIONS
 CUSIP 382864 106


 GORES HOLDINGS V, INC. 

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 
 GORES
HOLDINGS V, INC. 
 (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
by                , 2022, all as more fully described in the Corporation’s final prospectus
dated                , 2020. 
 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. 
  

					
	 Secretary
	  	 [Corporate Seal]
Delaware
  

 
	  	 President


 GORES HOLDINGS V, INC. 

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 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 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 (OR ANY
SUCCESSOR RULE). 
 In each case, as more fully described in the Corporation’s final prospectus
dated                , 2020, 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 

  
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consummate an initial business combination by                , 2022, (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 second 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                , 2022, 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. 

  
 3