Exhibit 4.2


 





NUMBER

C SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP [●]


 


ONE MADISON CORPORATION

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

[CLASS A] [Class C] ORDINARY SHARE


 


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] [CLASS C] ORDINARY SHARES OF


 


ONE MADISON CORPORATION

(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 Class A Ordinary Shares if it is unable to complete a business combination by the date set forth in the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time, all as more fully described
in the Company’s final prospectus dated ________________.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar. Witness the seal of the Company and the facsimile signatures of its duly
authorized officers.


 


	 	 	[Corporate Seal]	 	 
	Secretary	 	Cayman Islands	 	President


 




     


     


    

 


One Madison Corporation


 


The Company will furnish without charge to each
shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of equity 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 of the Company 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 _________
	 	 	 	(Cust)                                (Minor)
	TEN ENT	—   as tenants by the entireties	 	Under Uniform Gifts to Minors
	JT TEN	—   as joint tenants with right of survivorship and not as tenants in common	 	 


 


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 OF ASSIGNEE(S))
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	 
	[Class A] [Class C] Ordinary Shares represented by the within Certificate, and do hereby irrevocably constitutes and appoints
	 
	
        Attorney to transfer the said [Class A] [Class C] Ordinary Shares
        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 UNDER THE SECURITIES ACT OF 1933, AS AMENDED).


 




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In each case, as more fully described in the
Company’s final prospectus dated ________________, 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 (i) in the event
that the Company redeems the Class A Ordinary Shares sold in its initial public offering and liquidates because it does not consummate
an initial business combination within 24 months from the closing of its initial public offering or (ii) if the holder(s) (who
is not a director or officer of the Company and was not a shareholder of the Company immediately prior to the closing of its initial
public offering) seek(s) to redeem for cash his, her or its respective Class A Ordinary Shares in connection with (A) an amendment
to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of
the Company's obligation to redeem 100% of the Class A Ordinary Shares if it does not consummate an initial business combination
within 24 months from the closing of its initial public offering, or (B) 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.


 




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