Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


Motive Capital 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.


 


EachUnit (“Unit”) consists of
one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Motive Capital 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 (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 [•], 2020, unless UBS Securities 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 exercisable. The terms
of the Warrants are governed by a Warrant Agreement, dated as of [•], 2020, 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 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




 









     


     


    

 


Motive Capital 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
	 	 	 	 
	 	 	 	 
	TEN ENT — as tenants by the entireties	(Cust)	 	 (Minor)
	 
	 	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 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 [•], 2020, 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) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares
if it does not complete its initial business combination within the time period required by the Company’s Amended and Restated
Memorandum and Articles of Association, as amended from time to time, or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity, 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.