Exhibit 4.1 


 


	NUMBER	UNITS
	U	 




    SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP              


 


GRAF ACQUISITION CORP. II


 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE-FIFTH OF ONE REDEEMABLE 

WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON

 STOCK


 


THIS CERTIFIES THAT                is the owner of              Units.


 


Each Unit (“Unit”) consists of one share
of common stock, par value $0.0001 per share (“Common Stock”), of Graf Acquisition Corp. II, a Delaware corporation
(the “Company”), and one-fifth of one redeemable warrant (the “Warrant”). Each whole
Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are
exercisable. Each whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a
 “Business Combination”), 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 Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to , 2021, unless J.P. Morgan Securities LLC and Oppenheimer & Co. Inc. elect to allow separate
trading earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s 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.
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.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the 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 signature of a duly authorized
signatory of the Company.


 





	 	 	 
	Authorized Signatory	 	Transfer Agent









 






    


     


    

 


GRAF ACQUISITION 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 equity 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	 
	TEN ENT   —  as tenants by the entireties	 	 	(Cust)	(Minor)	 
	JT TEN       —   as joint tenants with right of	 	 	 	 
	                               survivorship and not as
  	 	 	under Uniform Gifts to Minors Act	 
	tenants in common	 	 	 	 
	 	 	 	 	 
	 	 	 	(State)	 
	 	 	 	 	 



 


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


 


For value received, hereby sell, assign
and transfer unto


 


(PLEASE INSERT
SOCIAL SECURITY OR OTHER DENTIFYING 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 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 




 








    


     


    

 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering 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 shares of Common Stock sold in the Company’s initial
public offering and liquidates because it does not consummate an initial business combination by the date set forth (the “Last Date”)
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”),
(ii) the Company redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder
vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it
does not consummate an initial business combination by the Last Date or with respect to any other material provisions 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 Company 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.