Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 34619V 202


 


FOREST ROAD ACQUISITION CORP. II


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND ONE-FIFTH OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON
STOCK


 


THIS CERTIFIES THAT
                     is the
owner of          Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”),
of Forest Road 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 (1) share (subject
to adjustment) of Common Stock 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, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business
Combination”), or (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 Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to            , 2021, unless Morgan Stanley & Co. LLC
and Cantor Fitzgerald & Co. 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. 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 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


  




    


     


    

  


FOREST ROAD 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 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 and not as tenants in common	 	 	 	under Uniform Gifts to Minors 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 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 (OR ANY SUCCESSOR RULE).	 


 


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 its initial public offering only in the event that (i) the Company redeems the shares
of Class A common stock sold in the Company’s initial public offering and liquidates because it does not consummate
an initial business combination within the time period set forth in the Company’s amended and restated certificate of incorporation,
as the same may be amended from time to time (such date being referred to herein as the “Last Date”), (ii) the
Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote
to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s
obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by the Last
Date, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A 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.