Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-    


 


	SEE REVERSE FOR 

CERTAIN 

DEFINITIONS	Tailwind Two Acquisition Corp.	 


 


CUSIP [ ]


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF


 


ONE REDEEMABLE WARRANT TO PURCHASE
ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES THAT ______________________ is the owner of _________
Units.


 


Each Unit (“Unit”) consists of one (1) Class A ordinary
share, par value $0.0001 per share (“Ordinary Shares”), of Tailwind Two Acquisition Corp., a Cayman Islands
exempted company (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) Ordinary Share 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, share exchange,
asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities
(each, a “Business Combination”), and (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 Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately
prior to ________________, 2021, unless Jefferies LLC. elects to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate
trading will begin. No fractional warrants will be issued upon separation of the Units and only warrant are exerciseable. 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.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising
such Units.


 


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 signatures of its
duly authorized officers.


 


	By	 	 	 
	 	Chief Executive Officer 	 	Chief Financial Officer


 



     


     


    

 


Tailwind Two 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 shares 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
	 	 	 	 	 	 
	 	 	 	 	 	                                                   )
	 	 	 	 	 	   (Cust)                      (Minor)
	 	 	 	 	 	 
	TEN ENT	—	as tenants
by the entireties	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 
	 	 	 	 	 	                                                            
	 	 	 	 	 	(State)
	 	 	 	 	 	 
	JT TEN	—	as joint
tenants with right of survivorship and not as tenants in common	 	 	 




 


Additional
abbreviations may also be used though not in the above list.


 



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For value received,                                
hereby sells, assigns and transfers 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 RULES).	 	 



 


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 the Company’s initial public offering only in the
event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate
an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and
articles of association, as the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its
initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and
articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the
Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination or
to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period
set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii)
if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy
solicitation, solely in the event the Company seeks shareholder 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.


 



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