Exhibit 4.2


 


SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE


 


	
        NUMBER
	
        SHARES



 


SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF THE CAYMAN
ISLANDS


CLASS A ORDINARY SHARES


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP [ ]


 


This Certifies that _________________________________is the
owner of_____________________________


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY
SHARES OF THE PAR VALUE OF US$0.0001


EACH OF


SUSTAINABLE OPPORTUNITIES ACQUISITION CORP.
(THE “COMPANY”)


 


subject to the Company’s amended and
restated memorandum and articles of association, as the same may be amended from time to time, and 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 Class A ordinary shares if it is unable to complete a business combination within the period of time set forth in the Company’s
amended and restated memorandum and articles of association, 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 signatures of its duly
authorized officers.


 


  


	
        Dated:
	
        
	
          



 


    


	
        Chief Executive Officer

         
	
         

         
	
        

        Cayman Islands

         
	
         

         
	
        Chief Financial Officer

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         



 






    


     


    

 


SUSTAINABLE OPPORTUNITIES 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 Company’s
amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of
the Board of Directors providing for the issue of Class A ordinary shares (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

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
        (Cust)

         
	
         

         
	
        (Minor)

         

	
        TEN ENT

         
	
        —

         
	
        as tenants by the entireties

         
	
         

         
	
         

         
	
         

         
	
        under Uniform Gifts to Minors Act

         

	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
         

         
	
        (State)

         

	
        JT TEN

         
	
        —

         
	
        as joint tenants with right of survivorship and not as
tenants in common
	
         

         
	
         

         
	
         

         
	
         

         



 


Additional abbreviations may also be used though not in the above
list.


 






    2


     


    

  


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 books of the within named Company with full power of substitution in the premises.


     


	
        Dated: 
	
         

         
	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         
	
         

         
	
        Shareholder

         

	
         

         
	
         

         
	
         

         
	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).








 






    3


     


    

 


In each case, as more fully described in the Company’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 Company redeems the Class A ordinary
shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within
the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may
be amended from time to time, (ii) the Company redeems the Class A 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) that would
affect the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have
their shares redeemed in connection with an initial business combination or to redeem 100% of the Class A ordinary shares if it
does not consummate an initial business combination within the time period set forth therein or (b) with respect to any other
provisions relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his,
her or its respective Class A 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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