Exhibit 4.1


 


CUSIP [__________]


 


LEVY ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND 


ONE-HALF OF ONE 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 Levy Acquisition
Corp., a Delaware corporation (the “Company”), and one-half of one 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 ____________, 20___, unless Citigroup Global
Markets Inc. elects 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 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 _____________, 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 signature of its duly
authorized officers.


 


	 	 	 
	Secretary	 	President


 





 



 


Levy Acquisition Corp.


 




    	 



    	 



    

 


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)
	 	 	 	 	 	 	Under Uniform Gifts to Minors
	JT TEN	—	as joint tenants with right of survivorship 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 Corporation 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).