Exhibit 4.2


 


	
        NUMBER

        C-
	
        SHARES

        CUSIP 74327P 105

	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 


 


PROGRESS ACQUISITION CORP.


INCORPORATED
UNDER THE LAWS OF DELAWARE


COMMON STOCK


 


THIS
CERTIFIES THAT                         is
the owner of                   FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF PROGRESS ACQUISITION CORP., 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 liquidate if it is unable to complete an initial business combination within the time period set forth
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


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


 


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


 


Dated:


 


	 	 	 
	President	 	Secretary


 


PROGRESS 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(S), OF ASSIGNEE(S))





 


                              shares
of Class A Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


                    Attorney
to transfer the said shares of Class A 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 (OR ANY SUCCESSOR RULE).	 


 


The holder(s) of this certificate shall
be entitled to receive a pro-rata portion of the funds from the trust account only in the event that (i) the Corporation is forced
to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”)
or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with,
an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.