Exhibit 4.2


 


	NUMBER	SHARES
	C-	 
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP 727653 107


 


PLATINUM EAGLE 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 Class A common stock, par value $0.0001 per share
of PLATINUM EAGLE ACQUISITION CORP., a Delaware corporation (the “Company”), transferable on the books of the
Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate
is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile signature
of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent 


 


 




     


     


    

 


PLATINUM EAGLE ACQUISITION CORP.


 


The Company will furnish without charge to each stockholder
who so requests, a statement of 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 of the provisions
of the Certificate of Incorporation of the Company 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 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	 	UNIF GIFT MIN ACT	—  	________________ Custodian	_______________________
	 	 	 	 	 	 	(Cust)	(Minor)


 


	TEN ENT	—	as tenants by the entireties	 	 	 	Under Uniform Gifts to Minors Act
	 	 	 	 	            	 	 
	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	(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 POSTAL ZIP CODE, OF ASSIGNEE(S))


 


____________________________ shares of the Class A common
stock represented by this certificate, and hereby irrevocably constitutes and appoints


 


___________________________ attorney to transfer the said
shares of Class A common 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) 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE). 


 




     


     


    

 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering 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 the Company’s
initial public offering in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public
offering and liquidates because it does not consummate an initial business combination within the time period set forth in the
Company’s Certificate of Incorporation, as the same may be amended from time to time, or (ii) if the holder(s) properly redeem
for cash his, her or its respective shares of Class A common stock represented by this certificate in connection with (x) a tender
offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination)
setting forth the details of a proposed initial business combination or (y) a stockholder vote to amend the Company’s Certificate
of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common stock
if it does not consummate an initial business combination within the time set forth in the Company’s Certificate of Incorporation,
as the same may be amended from time to time. In no other circumstances shall the holder(s) have any right or interest of any kind
in or to the trust account.