Exhibit 4.1

SPECIMEN UNIT CERTIFICATE

 


	
                        No.__________
 	
                        GHL ACQUISITION CORP.

          Incorporated under the Laws of the State of Delaware
 	
                        _______ UNIT(S)
 




UNIT(S) EACH CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO

PURCHASE ONE SHARE OF COMMON STOCK

CUSIP ______________

 

SEE REVERSE FOR

CERTAIN DEFINITIONS

THIS CERTIFIES THAT ____________________________________________IS THE OWNER OF____________________________________________________________________________ UNIT(S). Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.001 per share (“Common Stock”), of GHL Acquisition Corp., a Delaware corporation (the “Corporation”), 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 Corporation’s completion of an initial business combination and (ii) one year from the date of the prospectus with respect to the Corporation’s initial public offering (the “IPO”), provided in each case that the Company has an effective
registration statement under the Securities Act of 1933, as amended, covering the share of Common Stock issuable upon exercise of the Warrant, and will expire unless exercised before 5:00 p.m., New York time, on the date that is five years from the date of the prospectus with respect to the IPO, or earlier upon redemption or liquidation of the Corporation’s trust account. The Common Stock and Warrant comprising each Unit represented by this certificate are not transferable separately prior to the thirty-fifth day following the date of the prospectus with respect to the IPO unless Banc of America Securities LLC  informs the Corporation of its decision to allow earlier separate trading, subject to the Corporation’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporation’s receipt of the gross proceeds of the IPO, and (ii) issuance of a press release announcing when separate trading
will begin. The terms of the Warrants are governed by a warrant agreement (the “Warrant Agreement”), dated as of November 12, 2007, by and between the Corporation and American Stock Transfer & Trust Company, as amended, restated or supplemented from time to time, 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 will be on file at the office of the Corporation, and will be 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 Corporation.

WITNESS the seal of the Corporation and the facsimile signature of its duly authorized officers. 

Dated: ________________

 


	
                         
 	
                         
 	
                        GHL ACQUISITION CORP. 

                          2007 

                        CORPORATE SEAL  

            DELAWARE
 	
                         
 	
                         
 
	
                        Chief Executive Officer
 	
                         
 	
                         
 	
                        Secretary
 




 

 








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
 	
                        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. 

GHL ACQUISITION CORP.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof of the Corporation 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.


	
                        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 __________________
 	
                         
 	
                        By: 
 	
                          
 
	
                         
 	
                         
 	
                        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) 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).