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Exhibit 4.1    
    


 
 

[SPECIMEN UNIT CERTIFICATE]    
    



	NUMBER	 	UNITS
	
U-________	
 	







 
 

CAPSTAR ACQUISITION CORP.
  Incorporated Under the Laws of the State of Delaware    
    


        CUSIP________  


SEE REVERSE FOR

CERTAIN DEFINITIONS 


 
 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH 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 Capstar Acquisition Corp., a Delaware corporation (the "Company"), and one warrant
(each a "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of
(i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii)
                         , 2009, and will expire unless exercised
before 5:00 p.m., New York time, on                        , 2012, or earlier upon redemption. The Common Stock and Warrants
comprising the Units represented by this certificate are not transferable
separately prior to five business days following the earlier to occur of the expiration of the underwriters' over-allotment option and the exercise in full by the underwriters of such
option. The terms of the Warrants are governed by a Warrant Agreement, dated as of                        , 2008, by and 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 seal of the Company and the facsimile signatures of its duly authorized officers. 



	Dated: __________, 2008	 	[Corporate Seal]

Delaware	 	__________________

Authorized Officer




 
 

Capstar Acquisition Corp.    
    


        The Company will furnish without charge to each stockholder 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. This certificate and
the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units. 










        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 tenant in common	UNIF GIFT MIN ACT	    
	Custodian	    

	 	 	 	 	(Cust)	 	(Minor)
	 	TEN ENT	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. 


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 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.





Signatures(s) Guaranteed: 


_____________________________________________

THE SIGNATURE(S) SHOULD 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). 











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Exhibit 4.1


[SPECIMEN UNIT CERTIFICATE]

CAPSTAR ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE ONE SHARE OF COMMON STOCK

Capstar Acquisition Corp.