EX-4.2


    
 Exhibit 4.2

 

	  NUMBER

            C  
	 
	 	 
	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP 37519D 107

  

GIGCAPITAL3, 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
  

GIGCAPITAL3, INC. 
 (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 common stock if it is unable to complete a business combination by [●] , 2022 or as more fully
described in the Corporation’s final prospectus dated [●], 2020.
  

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

  


 

  


 


  

GIGCAPITAL3, INC.
  

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 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 (OR ANY SUCCESSOR RULE)).

 
 In each case, as more fully described in the Corporation’s
final prospectus dated [●], 2020, 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 Corporation redeems the shares of common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by [●], 2022, (ii) the Corporation redeems the shares of common stock sold
in its initial public offering in connection with a stockholder vote to approve an amendment to any provision of the Corporation’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial business
combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of 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.