Exhibit 4.1


 


	NUMBER	SHARES


C- 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


	 	CUSIP [●]


 


FGL HOLDINGS


 


ORDINARY SHARE


 


THIS CERTIFIES THAT                 is
the owner of                 fully paid and
non-assessable ordinary shares, par value $0.0001 per share, of FGL Holdings, a Cayman Islands exempted company (the “Company”),
transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature
of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent 


 




     


     


    

 


FGL HOLDINGS


 


The Company will furnish without charge to each shareholder who
so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights
of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of
the memorandum and articles of association of the Company and all amendments thereto and resolutions of the Board of Directors
providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the
holder of this certificate by acceptance hereof assents.


 


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
    _______________________
	 	 	 	 	 	 	(Cust)	(Minor)

         

	TEN ENT	—	as tenants by the entireties	 	 	 	Under
    Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	_________________________________________________________
	JT TEN	—	as joint tenants with right of survivorship
    and not as tenants in common	 	 	 	(State)


 


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(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


____________________________ Ordinary Shares represented by the
within certificate, and does hereby irrevocably constitute and appoint


 


___________________________ Attorney to transfer the said Ordinary
Shares 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) UNDER THE SECURITIES ACT OF 1933, AS AMENDED).