Exhibit 4.2


 


NUMBER


 


	C	 	NUMBER
	 	 	SHARES
	 	 	SEE REVERSE FOR
	 	 	CERTAIN DEFINITIONS
	 	 	CUSIP 88104P 104


 


TERRAPIN 3 ACQUISITION CORPORATION


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


 


TERRAPIN 3 ACQUISITION CORPORATION


(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 ___________, 2016 (or longer if the Corporation requires
additional time for regulatory compliance, unless such extension would result in the Corporation being deemed an "investment
company" as defined in the Investment Company Act of 1940, as amended) all as more fully described in the Corporation’s
final prospectus dated             , 2014.


 


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.


 


	 	[Corporate Seal]	 
	Secretary	Delaware	President


 




    	 



    	 



    




 


TERRAPIN 3 ACQUISITION CORPORATION


 


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 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	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	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 of the capital stock represented by the
within Certificate, and do 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).


 


In each case, as more fully described in the Corporation’s
final prospectus dated             , 2014, 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 the Corporation 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 by __________, 2016 (or longer if the Corporation
requires additional time for regulatory compliance, unless such extension would result in the Corporation being deemed an "investment
company" as defined in the Investment Company Act of 1940, as amended) or 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.