SPECIMEN
COMMON STOCK CERTIFICATE


 


 Exhibit
4.2 


 


	NUMBER	SHARES
	OLITC	 


 


OMNILIT ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE


 


 CLASS A  COMMON
STOCK


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


	 

    This
    Certifies that ____________________
	CUSIP
    68218C 108


 


is
the owner of ___________________


 


FULLY PAID AND NON-ASSESSABLE SHARES PAR VALUE OF
$0.0001 


EACH OF THE CLASS A COMMON
STOCK OF 


 


OMNILIT 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 shares of Class A common stock and 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,
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 seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	OmniLit
    Acquisition Corp.

     

    CORPORATE
	 
	 Authorized Signatory 
	SEAL

    2021

    DELAWARE
	 Transfer Agent 



 




    	 



     


    

 


OmniLit
Acquisition Corp.


 


The Company 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 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
(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 	 UNIT GIFT MIN ACT- ______ 	 Custodian 	 _______ 
			 (Cust)  		 (Minor) 
	 TEN ENT – as tenants by the entireties 	   	   
	   	   	   
	 JT TEN – as joint tenants with right to 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 OF ASSIGNEE
	 
	 
	 


 


(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 do hereby irrevocably constitutes and appoints 


 


	 	Attorney


to
transfer the said stock on the books of the within named Company 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:


 


	 
	THE
    SIGNATURE(S) SHOULD 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).


 


 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 (“IPO”) with respect
to the Class A common stock represented by this certificate only in the event that (i) the Company is forced to redeem the shares
of Class A common stock sold in the IPO 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 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 of Class A common stock
included in the Units upon consummation of, or sell such shares in a tender offer in connection with, the Company’s
completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar
business combination with one or more businesses, 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.