Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE





 


NUMBER UNITS U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Motive
Capital Corp II

CUSIP [      ]


 


UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE
AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units.


 


Each Unit (“Unit”) consists of one
(1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Motive Capital Corp II, a Cayman
Islands exempted company (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will
become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition,
share purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”),
and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants comprising
the Units represented by this certificate are not transferable separately prior to [     ], 2021, unless UBS Securities LLC elects to allow
earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K
containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the initial public offering and issuing
a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only
warrant are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of [      ], 2021, between the Company and
Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein,
all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder
on written request and without cost.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Ordinary Shares and Warrants comprising such Units.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and construed
in accordance with the internal laws of the State of New York. Witness the facsimile signatures of its duly authorized officers.


 


	By	 	 	
	Chief Executive Officer	 	Chief Financial Officer


 






     


     


    

 


Motive Capital Corp II


 


The Company will furnish without charge to each
unitholder who so requests, a statement of 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.


 


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


 






     


     


    

 


For value received, hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within Certificate, and
do hereby irrevocably constitute and appoint Attorney to transfer the said Units 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:


 


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 RULES).


 


In each case, as more fully described in the Company’s
final prospectus dated [     ], 2021, 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 the Company’s initial public offering only in the event that (i) the
Company redeems the 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 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) to modify the
substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial business combination
or to redeem 100% of the Ordinary Shares if it does not complete its initial business combination within the time period required by the
Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (B) with respect to
any other provision relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective 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.