Exhibit
      4.1

    [FACE
      OF
      CERTIFICATE - FMG ACQUISITION CORP.]

    


    UNITS
      

    


    


    U
      

    


    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS 

    


    CUSIP
         

    


    


    FMG
      ACQUISITION CORP.

    


    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 $.0001 per share
      (“Common Stock”), of FMG ACQUISITION CORP., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to
      purchase one (1) share of Common Stock for $6.00 per share (subject to
      adjustment). Each Warrant will become exercisable on the later of (i) the
      Company’s completion of a business combination with a target business or
      (ii)__________,
      2008
      and will expire unless exercised before 5:00 p.m., New York City Time,
      on_______,
      2011,
      or earlier upon redemption (the “Expiration Date”). The Common Stock and Warrant
      comprising the Units represented by this certificate are not transferable prior
      to__________,
      2007,
      subject to earlier separation in the discretion of the representative of the
      underwriters; provided, however, in no event will the representative of the
      underwriters allow separate trading of the common stock and warrants until
      the
      Company files an audited balance sheet reflecting the Company’s receipt of the
      gross proceeds of the offering. The terms of the Warrants are governed by a
      Warrant Agreement, dated as of_________,
      2007,
      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 signature of its duly
      authorized officers. 

    


    


    COUNTERSIGNED
      AND REGISTERED: 

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY 

    TRANSFER
      AGENT AND REGISTRAR 

    BY:
      

    AUTHORIZED
      OFFICER 

    


    


    By
      

    


    


    (SIGNATURE)

    CHIEF
      EXECUTIVE OFFICER 

    


    


    (SEAL)

    


    (SIGNATURE)

    SECRETARY
      

    


    


    


    


    [REVERSE
      OF CERTIFICATE]

    


    FMG
      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.

     

    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  

    TEN
      ENT -
      as tenants by the entireties  

    JT
      TEN -
      as joint tenants with right of survivorship and not as tenants in
      common

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    UNIF
      GIFT
      MIN ACT- ______________Custodian________________

    (Cust)
         (Minor)

    under
      Uniform Gifts to Minors Act ________________________ 

    (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: 

    


    By
      ___________________

    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). 

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      account only in the event of the Company’s liquidation or if the holder seeks to
      convert his respective shares into cash upon a business combination which he
      voted against and which is actually completed by the Company. In no other
      circumstances shall the holder have any right or interest of any kind in or
      to
      the trust account.