Exhibit
4.2


 


	NUMBER	 	NUMBER
	 	 	C-
	 	 	SHARES
	 	 	SEE
    REVERSE FOR CERTAIN

 DEFINITIONS
	 	 	CUSIP
    12559C 103


 


CIIG
MERGER 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


 


CIIG
MERGER 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                      ,
2021, all as more fully described in the Corporation’s final prospectus dated                        ,
2019.


 


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.


 


	Authorized
    Signatory	 	[Corporate
    Seal]

    Delaware	 	Authorized
    Signatory
	 	 	 	 	 


 


	Transfer Agent	 	 	 	 
	 	 	 	 	 




  



     


     


    

 


CIIG
MERGER 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 Company’s amended and restated 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(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).


  



    2


     


    

 


In
each case, as more fully described in the Corporation’s final prospectus dated                   ,
2019, 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                   ,
2021, (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                   ,
2021, 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.


 


 


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