Exhibit 4.1


 


NUMBER UNITS


U-[●]


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP [●]


 


EAGLE ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND

ONE WARRANT TO PURCHASE ONE-HALF OF 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 (“Class A Common Stock”), of Eagle Acquisition
Corp., a Delaware corporation (the “Company”), and one-half (1/2) of one warrant (the “Warrant”).
Each Warrant entitles the holder to purchase one share (subject to adjustment) of Class A Common Stock for $11.50 per share (subject
to adjustment). Only whole Warrants may be exercised at a given time. Each Warrant will become exercisable on the later of (i)
thirty (30) days after the Company’s completion of an initial 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 Class A Common Stock
and Warrants comprising the Units represented by this certificate are not transferable separately prior to [●], 2016, unless
Stifel, Nicolaus & Company, FBR Capital Markets & Co. and Stephens Inc. 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 its 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 [●],
2016, 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.


 


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 its duly
authorized officers.


 


	 	 	 
	Secretary	 	Chief Executive Officer


 


	 
	 
	 
	Eagle 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)
	 	 	 	 	 
	(Cust)	 	 	 	 
	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.


 




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	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 ACT OF 1933, AS AMENDED).	 


 


In each case, as more fully described in the Company’s
final prospectus dated [●], 2016, 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 its initial public offering and liquidates because it does not consummate an
initial business combination by [●], 2018, (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 and timing of the Company’s obligation to redeem 100% of the Class A Common Stock if it does not
consummate and initial business combination by [●], 2018, 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.


 




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