Exhibit 4.1


 


	NUMBER

         
	NUMBER

         

	 

         
	C-

         

	 

         
	SHARES

         

	 

         
	SEE
        REVERSE FOR CERTAIN DEFINITIONS

         

	 
	CUSIP
[●]



 


GPAQ
ACQUISITION HOLDINGS, INC.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK


 


This
Certifies that  is the owner of


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF


 


GPAQ
ACQUISITION HOLDINGS, INC.


 (THE
“CORPORATION”)


 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


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


 


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


 


	Secretary
	[Corporate
Seal]

Delaware
	President

	 
	 
	 



 


GPAQ
ACQUISITION HOLDINGS, INC.


  


The
Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,
participating, optional 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 shares represented thereby are issued
and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation),
to all of which the holder of this certificate by acceptance hereof assents. 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 sells, assigns and transfers unto


 


 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


 


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


 


Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints Attorney to
transfer the said stock on the books of the within named Corporation 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:


By


 





 



 





 



 


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).


 


 


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