Exhibit 4.2


 


	
        NUMBER

        C-
	SHARES
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP [●]


 


d and z
media ACQUISITION CORP.


 


CLASS A
COMMON STOCK


 


THIS CERTIFIES THAT
 is the owner of  fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common
Stock”), of D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


Witness the facsimile
signature of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent


 




     


     


    

 


d and z
media ACQUISITION CORP.


 


The Company 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 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 Company’s Amended and Restated 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 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
	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 Common Stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer
the said shares of Common Stock 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:	 	 
	 	 	 
	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 EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
    RULE)).	 	 



 






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As more fully described
in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated                , 2021, 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 the Company’s
initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s
initial public offering and liquidates because it does not consummate an initial business combination by the date set forth (the
“Last Date”) in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering
properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if it does not consummate an initial business combination by the Last Date or with
respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender
offer (or proxy solicitation, solely in the event the Company 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.


 


 


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