Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE
CERTIFICATE


 


NUMBER SHARES


 


MOTIVE CAPITAL 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 US$0.0001 EACH OF MOTIVE CAPITAL
CORP (THE “COMPANY”) subject to the Company’s amended and restated memorandum and articles of association, as
the same may be amended from time to time, and 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:	 	 



 


Cayman Islands    





 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 


 



     


     


    




 


MOTIVE CAPITAL 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, as the same may be amended from time to time,
and resolutions of the Board of Directors providing for the issue of Class A ordinary shares (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 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.


 






     


     


    

 


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 consummate an initial 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, (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 allow redemptions in connection with the Company’s initial business combination or to redeem 100% of the Class A
ordinary shares if it does not complete its initial Business Combination within the time period required by the Company’s
Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (B) with respect to any other
provision relating to shareholders’ rights 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 tmst account.