Exhibit
4.1


 


NUMBER
UNITS

U-


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


CUSIP
[●]


 


VANTAGE
ENERGY ACQUISITION CORP.


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

ONE-THIRD OF ONE WARRANT TO PURCHASE 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 (“Common
Stock”), of Vantage Energy Acquisition Corp., a Delaware corporation (the “Company”),
and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to
purchase one (1) share (subject to adjustment) of Common Stock 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, 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 Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to                ,
2017, unless Citigroup Global Markets Inc. elects to allow earlier separate trading, 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 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                ,
2017, 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



  






     

     


    







 


Vantage
Energy 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)
	 	 	 	 	 	 	 
			as
joint tenants with right of survivorship and not as tenants in	 	 	 	under
                                         Uniform Gifts to Minors Act

        

        

	JT
    TEN	–	common	 	 	 	(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.
	 	 	 
	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
RULE)).	 	 



 






    	 	2	 



     


    

 


In
each case, as more fully described in the Company’s final prospectus dated , 2017, 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 Class A common stock sold in its initial
public offering and liquidates because it does not consummate an initial business combination by , 2019, (ii) the Company redeems
the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination by , 2019, 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.




 


 


 


3