EX-4.2





 EXHIBIT 4.2 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE 
  

			
	 NUMBER
	  	SHARES

 ROSE HILL ACQUISITION CORPORATION 

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 ROSE HILL ACQUISITION CORPORATION (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 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 [●], 2021.

 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:
	 	  

	
	 Chief Executive Officer

	
	  


  












 ROSE HILL ACQUISITION CORPORATION 

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 Board of Directors 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 register of members 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 SEC RULE 17Ad-15 OR ANY SUCCESSOR RULE). 

In each case, as more fully described in the Company’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 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) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business
combination or to redeem 100% of the Class A ordinary shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of
holders of the Class A ordinary shares, 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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