EX-4.2





 Exhibit 4.2 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE 
  

			
	NUMBER	  	SHARES

 MARQUEE RAINE ACQUISITION CORP. 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARES 

SEE REVERSE FOR 
 CERTAIN
DEFINITIONS 
 CUSIP [•] 

This Certifies that is the owner of 

FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 

EACH OF 
 MARQUEE RAINE
ACQUISITION CORP. (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 within the period of time 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 , 2020. 
 This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar. 
 Witness the facsimile signatures of its duly authorized officers. 

 

							
	Dated:	 	  
	  		  	
				
		 	Co-Chief Executive Officer	  		  	Chief Financial Officer

  












 MARQUEE RAINE ACQUISITION CORP. 

The Company will furnish without charge to each shareholder 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 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 memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of Class A ordinary shares (copies of
which may be obtained from the Chief Financial Officer 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 Act
		  		  		  		  		  	  

		  		  		  		  		  		  	(State)	  	
	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. 

  
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 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 represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the
within named Company with full power of substitution in the premises. 
  

							
	 Dated:
	 	  
	 		  	  

		 		 		  	 Shareholder

		 		 		  	 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 Company’s final prospectus dated [●], 2020, 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 Company redeems the Class A ordinary
shares sold in its initial public offering and liquidates because it does not complete an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association,
(ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the
substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not complete an initial business combination within the time period set forth therein or (b) with respect to any other provisions
relating to the rights of holders of the Company’s Class A ordinary shares or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its
respective Class A ordinary shares in connection with 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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