Exhibit
4.1


 


	NUMBER	UNITS
    
	U-	 


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


CUSIP
_______


 


FAST
ACQUISITION CORP. II


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE

REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT                     
is the owner of          Units.


 


Each
Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of FAST Acquisition Corp. II, a Delaware corporation (the “Company”), and one-quarter
of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one
share of Common Stock for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each whole 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”), 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 Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to               ,
2021, unless Jefferies LLC 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 Company’s 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 whole Warrants will trade. 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
consummation of a Business Combination, the Units represented by this certificate will automatically separate into the shares
of Common Stock and Warrants comprising such Units.


 


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


 




     


     


    

 


FAST
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 equity 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.


 




    2


     


    

 


	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 UNDER
    THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (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 the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Common Stock 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 certificate of incorporation,
as the same may be amended from time to time (the “Charter”), (ii) the Company redeems the shares of Common Stock
sold in its initial public offering properly submitted in connection with a stockholder vote to approve an amendment to the Charter
to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not consummate
an initial business combination within the period of time set forth in the Charter or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective shares of 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.


 


 


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