Exhibit 4.2


 





	NUMBER	NUMBER
	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP [●]



 


BANNER ACQUISITION 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 OF


 


BANNER ACQUISITION 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 redeem all
of its shares of Class A common stock if it is unable to complete a business combination by
           , 2023 (or by           , 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business
combination by         , 2023 but has not completed its initial business combination by            , 2023), all as more fully described in the Corporation’s final
prospectus dated           , 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness the seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 





	Authorized
Signatory	[Corporate
Seal]	Authorized
Signatory
	 	Delaware	 
	 	 	 
	 	 	 
	Transfer Agent	 	 
	 	 	 
	 	 	 



 






     


     


    







 


BANNER ACQUISITION 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 Corporation’s amended and restated certificate of incorporation and all amendments thereto and restatements
thereof and resolutions of the Corporation’s 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(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
Corporation’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 the Corporation’s initial public offering only in the event that (i) the Corporation redeems the shares
of Class A common stock sold in the Corporation’s initial public offering and liquidates because it does not consummate
an initial business combination by           , 2023 (or by           , 2023 if the Company
has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination by            , 2023 but
has not completed its initial business combination by            , 2023), (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 (A) to modify the substance or timing of the Corporation’s obligation to provide
for the redemption of shares of Class A common stock in connection with an initial business combination or to redeem 100% of
the Class A common stock if it does not consummate an initial business combination by
           , 2023 (or by             , 2023 if the Company has executed a letter of intent,
agreement in principle or definitive agreement for its initial business combination by           , 2023 but has not completed its initial
business combination by         , 2023) or (B) with respect to any other material provisions relating to stockholders’ rights or
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.