EXHIBIT 4.1



 Exhibit 4.1 
  
 [SPECIMEN UNIT CERTIFICATE] 
  

					
	No.                 	 	MARATHON ACQUISITION CORP.	 	                 UNIT (S)


											
	CUSIP NO.	  	Incorporated under the Laws of the State of
Delaware                                       
         	  	 

  
 UNIT(S) CONSISTING OF
ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH TO PURCHASE ONE SHARE OF COMMON STOCK 
  
 SEE REVERSE FOR CERTAIN DEFINITIONS 
  
 THIS CERTIFIES THAT
                                        
                                        
                                        
                     IS THE OWNER OF
                                        
                                        
                                        
                                        
                                 UNIT(S). Each Unit (“Unit”) consists of one
(1) share of common stock, par value $.0001 per share (“Common Stock”), of Marathon Acquisition Corp., a Delaware corporation (the “Corporation”), and one warrant (each, a “Warrant”). Each Warrant entitles the
holder to purchase one (1) share of Common Stock for $6.00 per share (subject to adjustment). The Common Sock and Warrant comprising each Unit represented by this certificate are not transferable separately prior to five business days following
the earlier to occur of the expiration of the underwriters’ over-allotment option and the exercise in full by the underwriters of such option. The terms of the Warrants are governed by a Warrant Agreement (the “Warrant Agreement”) 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 Corporation, and are
available to any Warrant holder on written request and without cost. 
  
 WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officer. 
  
 Dated:                      , 2006

  

					
	 	 	MARATHON ACQUISITION CORP.	  	 
			
	 	 	CORPORATE SEAL	  	Authorized Officer
	 	 	2006	  	 
	 	 	DELAWARE	  	 

  
  








 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
	 	 	  	 tenants by the entireties
	  	 	  	(Cust)	 	 	  	(Minor)
					
	 JT TEN
	 	 	  	 	  	 	  	Under Uniform Gifts to Minors
					
	 	 	 	  	 as joint tenants with right of survivorship
	  	 	  	Act:                                      
              
					
	 	 	 	  	 and not as tenants in common
	  	 	  	(State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 Marathon Acquisition Corp. 
  
 The Corporation
will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof of the Corporation and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.

  
 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 Corporation with full power of substitution
in the premises. 
  
  
  

									
				
	Dated                                    
 	 	 	 	By:	 	 
	 	 	 	 	 	 	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.