EXHIBIT 4.2


 


	NUMBER
_____	______________
    SHARES
	 	 
	SEE REVERSE FOR  CERTAIN
DEFINITIONS	 
	 	CUSIP
    31809H 100




 


FINTECH
ACQUISITION CORP.


A
DELAWARE CORPORATION


COMMON
STOCK


 


	This Certifies
    that	 	 
	 	 	 
	is the owner of	 	 


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE EACH, OF


 


FINTECH
ACQUISITION CORP.


(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 must redeem all of its shares of common stock and liquidate if it is unable to complete an initial business combination
within 18 months from the date of the completion of the Corporation’s initial public offering (excluding any overallotment
exercise), as more fully described in the Corporation’s final prospectus relating to the initial public offering of
its common stock as a part of the units being offered by it dated February, 2015.


 


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


 


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


 


	 	 	[Corporate
        Seal]

        
		 
	 	 	 	 	 
	President	 	Delaware	 	Secretary


  


Transfer
Agent:


 


	 	 	 
	Name:

    Title:	 	 





 






     


     

    

 


FINTECH
ACQUISITION CORP.


 


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 shares or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby 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(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 sell(s), assign(s) and transfer(s) 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(es) hereby irrevocably constitute(s) and appoint(s) __________________________
    attorney to transfer the said shares 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.
	 

        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).


 


As
more fully described in the Corporation’s final prospectus dated February 12, 2015, 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 18 months from the date of the completion of
the Corporation’s initial public offering (excluding any overallotment exercise), (b) the holder(s) seek(s) to redeem for
cash his, her or its respective shares of Common Stock sold in the Company’s initial public offering in connection with
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 (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 18 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.