EX-4.2





 Exhibit 4.2 
  





 
 ReNew Energy Global plc 
PO BOX 43004, Providence,
RI 02940-3004 
MR A SAMPLE 
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4

CUSIP XXXXXX XX X Holder ID XXXXXXXXXX 
Insurance Value 1,000,000.00 Number of
Shares 123456 
DTC 12345678901234512345678 
Certificate Numbers Num/No Denom.
Total. 
1234567890/1234567890 1 1 1 1234567890/1234567890 2 2 2 1234567890/1234567890 3 3 3 1234567890/1234567890 4 4 4 1234567890/1234567890 5 5 5
1234567890/1234567890 6 6 6 
Total Transaction 7

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# 
WARRANTS WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW 
ReNew Energy Global plc 
INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES 
Mr. Alexander David Sample MR. SAMPLE & MRS. SAMPLE 
ZERO HUNDRED AND ZERO 
THIS WARRANT CERTIFICATE CERTIFIES THAT 
or registered assigns, is the registered holder of the
following number of WARRANTS 
THIS WARRANT CERTIFICATE CERTIFIES THAT 
or
registered assigns, is the registered holder of the following number of WARRANTS 
warrant(s) (the “Warrants” and each, a “Warrant”) to purchase
Class A ordinary shares, 0001.0$ par value Ordinary(“ Shares”), of ReNew Energy Global plc, a public limited company incorporated under the laws of England and Wales (the “Company”). 
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to on the reverse hereof, to receive from the Company that number of
fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money through(or “cashless exercise” as provided for
in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in
the Warrant Agreement Defined. terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 
Each
whole Warrant is initially exercisable for 0917589.1 fully paid and non-assessable Ordinary Shares Fractional. shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a
holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder The. number of Ordinary Shares
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 
The initial Exercise
Price per 0917589.1 Ordinary Shares for any Warrant is equal to 50.11$ per 0917589.1 Ordinary Shares The. Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such
Exercise Period, such Warrants shall become void The. Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement. 
Reference is
hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York. 
DATED DD-MMM-YYYY 
COUNTERSIGNED AND REGISTERED: 
COMPUTERSHARE TRUST COMPANY, N . 
TRANSFER AGENT AND REGISTRAR, 
Director 
Secretary 
By 
AUTHORIZED SIGNATURE 












 



 
 ReNew Energy Global plc 
The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [] Ordinary Shares and are issued or to be issued pursuant to the Amended and Restated Warrant Agreement dated as of , 2021 (the
“Warrant Agreement”), duly executed and delivered by ReNew Global to Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the
“Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, ReNew Global and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to ReNew Global. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them
by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby, the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised. 
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement. 
The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the
Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, ReNew Global shall, upon exercise,
round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant. 
Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith. 
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s)
of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither ReNew Global
nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of ReNew Global. 
Election to Purchase 
(To Be Executed Upon Exercise of Warrant) 
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
[                ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of ReNew Energy Global plc (the “Company”) in the amount
of $[                ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
[                ], whose address is [                ] and that such Ordinary Shares be
delivered to [                 ] whose address is [                ]. If said number of
Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of
[                ], whose address is [                ] and that such Warrant Certificate
be delivered to [                ], whose address is [                ]. 
In the event that the Warrant has been called for redemption by ReNew Global pursuant to Section 6 of the Warrant Agreement and a holder thereof elects to exercise its Warrant
pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable. 
In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. 
In the event
that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement. 
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise; (ii) the holder hereof hereby undertakes to pay on
demand the relevant aggregate nominal value for the Ordinary Shares to be issued; and (iii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the
undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [                ], whose
address is [                ] and that such Warrant Certificate be delivered to
[                ], whose address is [                ]. 
Date: [                ], 20 (Signature) (Address) ___________________ 
(Tax Identification Number) 
Signature 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 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). 
The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are
covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost 
basis calculation method, then we have processed as you
requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. 
If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state
unclaimed property