EX-4.2





 Exhibit 4.2 
  

			
	 NUMBER
	  	 NUMBER

		  	 C-

		  	 SHARES

		  	 SEE REVERSE FOR CERTAIN        

DEFINITIONS

		  	 CUSIP 57520Y 106


 MASON INDUSTRIAL TECHNOLOGY, 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 
 MASON
INDUSTRIAL TECHNOLOGY, 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 , 2023 (unless
extended pursuant to the Corporation’s Certificate of Incorporation as in effect at such time), all as more fully described in the Corporation’s final prospectus dated , 2021. 

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
	  	Chief Executive Officer
			
	  
	  		  	  














 MASON INDUSTRIAL TECHNOLOGY, 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
  

TEN ENT  —  as tenants by the entireties

 

JT TEN      —  as joint tenants with right of survivorship

                        and not as
tenants in common
	  	
UNIF GIFT MIN ACT  —                 
 Custodian       _________

                          
                      (Cust)                  
          (Minor)

                          
                          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 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 , 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 its initial public offering only in the event that (i) the Corporation redeems the shares of Class A common stock sold in the Company’s initial public offering and liquidates because it does not
consummate an initial business combination by , 2023 (or by , 2023, if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such time), (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 , 2023 (or by , 2023, if such period is extended pursuant to 

  
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the Company’s Certificate of Incorporation as in effect at such time), 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. 

  
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