EX-4.2





 Exhibit 4.2 
  

	
	 NUMBER

	 C-______

	
	[__] SHARES

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP [•] 
 M3-BRIGADE ACQUISITION III CORP. 
 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 (the “Class A Common Stock”) OF 

M3-BRIGADE ACQUISITION III CORP. 

(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 offer to redeem of all its shares of Class A Common Stock in connection with an initial business
combination or to redeem all of its shares of Class A Common Stock if it is unable to complete a business combination by [__, _____] (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 [__, _____]. 
 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














 M3-BRIGADE ACQUISITION III CORP. 

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	  	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, 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 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: 

  
 2 













 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 [__, ______], 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 [__, ______] (or such later
date 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 [__, ______] (or such later date if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such time) or with respect to any other material provisions relating to
stockholders’ rights of pre-initial business combination activity, 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. 

  
 3