Exhibit 4.1


 


NUMBER UNITS


U-[●]


 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP 88104P 203


 


TERRAPIN 3 ACQUISITION CORPORATION


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE WARRANT TO


PURCHASE ONE-HALF OF 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 (“Class A Common Stock”), of Terrapin
3 Acquisition Corporation, a Delaware corporation (the “Company”), and one warrant (the “Warrant”).
Each Warrant entitles the holder to purchase one-half (1/2) of one share (subject to adjustment) of Class A Common Stock
for $5.75 per half 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
Class A Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to
            , 20            ,
unless Deutsche Bank Securities Inc. elects to allow separate trading earlier, 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             ,
2014, 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 signature of its
duly authorized officers.


 


	
	 	 	 	

	Secretary	 	 	 	President


 




    	 



    	 



    

 





 






TERRAPIN 3 ACQUISITION CORPORATION


 


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)
	 	 	 	 	 	 	Under Uniform Gifts to Minors
	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common 	 	 	 	
        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 Corporation 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).	 	 


 


In each case, as more fully described in the Corporation’s
final prospectus dated             , 2014, 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 its initial
public offering only in the event that the Corporation 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 __________, 2016 (or longer if the Corporation
requires additional time for regulatory compliance, unless such extension would result in the Corporation being deemed an "investment
company" as defined in the Investment Company Act of 1940, as amended) or 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 Corporation 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.