Specimen Unit Certificate



 Exhibit 4.1 
  

					
	NUMBER	  		  	UNITS
	 U-                                    

	  		  	
			
	 SEE REVERSE FOR
 CERTAIN DEFINITIONS
	  	GRAIL INVESTMENT CORP.	  	

 CUSIP 384750 204 
 UNITS CONSISTING OF ONE WARRANT TO PURCHASE ONE SHARE 
 OF COMMON STOCK AND ONE SUBUNIT

 THIS CERTIFIES THAT _______________________________________________________________________________ 
 is the owner of ________________________________________________________________________________________ Units. 
 Each Unit (“Unit”) consists of one (1) warrant (the “Warrant”) of Grail Investment Corp., a Delaware corporation (the “Company”) and one (1)
subunit (the “Subunit”). The Warrant entitles the holder to purchase one (1) share of common stock, par value $.0001 per Share (“Common Stock”) for $7.50 per share (subject to adjustment). The Warrant will become exercisable
on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination (an “initial business combination”) and
(ii)                         , 2009, and will expire unless exercised before 5:00 p.m., New York City Time, on
                        , 2012, or earlier upon redemption (the “Expiration Date”). Each subunit consists of one
share of Common Stock and one contingent value right (the “CVR”), which entitles the holder to receive shares of our common stock or, at our election, the cash value thereof in each case if the arithmetic average of the daily volume
weighted average price of the Company’s common stock for the 20 days following the one year anniversary of the Company’s initial business combination is less than $11.00 per share, under the terms and conditions set forth in the
certificates evidencing the CVRs. If the Company settles the CVRs in shares of Common Stock, delivery of the shares upon settlement will be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of such
Act. The share of Common Stock and the CVR comprising each Subunit will not be separable, and the Subunit will trade only as a Subunit, until the open of trading on the fourth trading day after the Company’s initial business combination. If the
Company consummates an initial business combination, each Subunit will automatically separate into one share of common stock and one CVR and the Subunits will cease trading at the open of trading on the fourth trading day after consummation of the
initial business combination. Consequently, at that time each Unit will consist of one share of Common Stock, one Warrant and one CVR. The Warrant and Subunit comprising the Units represented by this certificate are not transferable separately prior
to                         , 2008, subject to earlier separation in the discretion of Lazard Capital Markets LLC (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 its initial public offering and issuance of a
press release announcing when separate trading will begin). The terms of the Warrant are governed by a Warrant Agreement, dated as of
                        , 2008, 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 signatures of its duly authorized officers. 
  

							
	  
 By
	 	  
	  	

	 	  


  
  







 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)
	 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. 
 Grail Investment 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. 
 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 will 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) 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).