Contingent Rights Agreement, dated February 15, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent

Exhibit 4.2

CONTINGENT RIGHTS AGREEMENT

This Contingent Rights Agreement (this “Agreement”) is made as of February 15, 2021 between Medicus Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).

WHEREAS, the Company has agreed to issue and sell to Maxim Group LLC (the “Representative”), as representative of the several underwriters, an aggregate of 8,000,000 units (the “Units”) (or 9,200,000 Units assuming full exercise of the underwriters’ over-allotment option) (the “Public Offering”), each unit comprised of one Class A ordinary share of the Company, par value $.0001 per share (the “Ordinary Shares”), one-ninth of one redeemable warrant to purchase one Ordinary Share (the “Detachable Warrants) and a contingent right (a “Contingent Right”) to receive at least two-ninths of one redeemable warrant (the “Distributable Warrants” and, together with the Detachable Warrants, the “Warrants”) upon the happening of the triggering event described herein, and in connection therewith, will deliver up to an aggregate of 9,200,000 Contingent Rights upon consummation of such public offering, of which 1,200,000 are attributable to the over-allotment option;

WHEREAS, the Warrants are governed by that certain Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company as warrant agent;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-251674, for the registration, under the Securities Act of 1933, as amended (“Act”) of the Units, the Ordinary Shares, the Warrants and the Contingent Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Contingent Rights, the terms upon which they shall be distributed, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Contingent Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Contingent Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Medicus Sciences Acquisition Corp.

152 West 57th Street, Floor 20

New York, New York 10019

Attn: Mark Gottlieb

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Contingent Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street

New York, NY 10004

Attn: Fran Wolf

Email: ***@***

with a copy to:

Ellenoff Grossman & Schole, LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Barry I. Grossman, Esq.

Email: ***@***

and

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Giovanni Caruso, Esq.

Email: ***@***

and

Maxim Group LLC

405 Lexington Ave., 2nd Floor

New York, NY 10174

Attn: Clifford A. Teller, Executive Managing Director, Investment Banking

Email: ***@***

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

[Signature page to Contingent Rights Agreement]