Exhibit 4.2

 

	
NUMBER
    	
 
    	
NUMBER
    C
 SHARES
 SEE   REVERSE FOR
 CERTAIN
 DEFINITIONS
 CUSIP   [•]
    


 

REPLAY ACQUISITION CORP.
 INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS
 ORDINARY SHARES

 

This Certifies that                                                                                                                                                                      

 

is the owner of                                                                                                                                                                            

 

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

 

REPLAY ACQUISITION CORP.
 (THE “COMPANY”)

 

transferable on the register of members 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 Ordinary Shares if it is unable to complete a business combination by        , 2021 all as more fully described in the Company’s final prospectus dated        , 2019.

 

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.

 

	
 
    	
 
    	
 
    
	
Co-Chief Executive Officer
    	
 
    	
Co-Chief Executive Officer
    


 











 

REPLAY ACQUISITION CORP.

 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares 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 amended and restated memorandum and articles of association and all amendments thereto and resolutions of the Company’s 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
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
                
    
	
TEN ENT
    	
 
    	
— as tenants by the entireties
    	
 
    	
 
    	
 
    	
(Cust)
    (Minor)
 under   Uniform Gifts to Minors
    
	
JT TEN
    	
 
    	
— as joint tenants with right of   survivorship and not as tenants in common
    	
 
    	
 
    	
 
    	
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 represented by the within Certificate, and does hereby   irrevocably constitute and appoint
    
	
 
    
	
Attorney to transfer the said shares on the register of members   of the within named Company 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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
    


 

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In each case, as more fully described in the Company’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 Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination by        , 2021, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares if it does not consummate an initial business combination by            , 2021 or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with 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.  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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