EX-4.2



 Exhibit 4.2 
  

			
	NUMBER		 NUMBER
 C

SHARES
 SEE REVERSE FOR

CERTAIN
 DEFINITIONS

CUSIP G6865N  103


 PACE HOLDINGS CORP. 

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS 

CLASS A ORDINARY SHARES 
  

			
	This Certifies that		  

		
	is the owner of		  


 FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF 

PACE HOLDINGS CORP. 

(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 Class A ordinary shares if it is unable to complete a business combination by             , 20     all as more fully described in the
Company’s final prospectus dated             , 2015. 
 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. 
  

					
	  
 Director
		 [Corporate Seal]

Cayman Islands
		  
 Vice President

			
	  
				  

	
	  









 PACE HOLDINGS 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 amended and restated memorandum and articles of association 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 do 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: 
  

 
  

 

  
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 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 Company’s final prospectus dated             ,
2015, 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 by             , 20    ,
(ii) the Corporation 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 to modify the
substance and timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not consummate and initial business combination by             ,
20    , 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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