Exhibit 4.2


 


	NUMBER	 	NUMBER
	 	 	C- 
	 	 	SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS



 


 


APPRECIATE HOLDINGS, INC.


 


INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE


CLASS B 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 B COMMON STOCK OF


 


APPRECIATE HOLDINGS, INC.


(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.


 


Witness the seal of the Company and the facsimile signatures of its duly authorized
officers.


 


	Chief Executive Officer	[Corporate Seal] Delaware 	Delaware Chief
Financial Officer
	 	 	 
	 	 	 



 






     


     

    

 


[reverse side]


 


APPRECIATE HOLDINGS, INC.


 


The Company 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 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 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 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)
	 	 	 	 	 	 		 	 
	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 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).