EXHIBIT 4.2


 


	NUMBER	NUMBER
	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP [n]






MONOCLE HOLDINGS INC.


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


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 COMMON STOCK OF


 


MONOCLE
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.


 


The Company will be forced to redeem all of its shares of common stock if it is unable to complete
a business combination within the period of time set forth in the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time, all as more fully described in the Company’s final prospectus dated ______________,
2020.


 


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.


 


[Corporate Seal]


Delaware


 


	 	 	 
	Chief Executive Officer	 	Chief
Financial Officer



 






     


     


    

 


MONOCLE 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 certificate of incorporation 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	—	Custodian
	 	 	 	MIN ACT	 	
        _________             _________

        (Cust)                    (Minor)

	TEN ENT	—
	as tenants by the entireties	 	 	 
	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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).



 






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