Exhibit 4.1


 





	NUMBER	 	 	 	UNITS
	U-__________	 	 	 	 
	 	 	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS	CAPITOL ACQUISITION CORP. II	 


 


CUSIP 14056V 204


 


UNITS CONSISTING OF ONE
SHARE OF COMMON STOCK AND ONE HALF OF ONE WARRANT


EACH WHOLE WARRANT TO PURCHASE
ONE SHARE OF COMMON STOCK


 


	THIS CERTIFIES THAT 	 	 


 


	is the owner of	 	 Units.


 


Each Unit (“Unit”)
consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Capitol Acquisition Corp.
II, a Delaware corporation (the “Company”), and one half of one warrant (the “Warrant(s)”). Each whole
Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable on the later of (i) 30 days after the Company’s completion of a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination (“Business Combination”) and
(ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and will expire unless exercised
before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier
upon redemption (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to the 52nd day after the date of the prospectus relating to the Company’s
IPO, subject to earlier separation in the discretion of Citigroup Global Markets Inc. provided that the Company has filed with
the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the IPO and issued a press release announcing when separate trading will begin. The terms of the
Warrants are governed by a Warrant Agreement, dated as of _______, 2013, 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 17 Battery Place, 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 Registrar of the Company.


 


Witness the
facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


	By	 	 	 		 	 	 
	 	 	 	 	 	 	 
	 	 	Chairman of the Board	 	 	Secretary	


 


 




    	 



    	 



    

 


Capitol Acquisition Corp. II


 


The Company will furnish
without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock 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	under Uniform Gifts to Minors
	 	and not as tenants in common	Act	 	 
	 	 	 	(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
	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 will 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) SHOULD 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).