EX-4.1





 Exhibit 4.1 
  

			
	NUMBER	 	UNITS
	U-	 	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP 77585C 203 
 ROMAN
DBDR TECH ACQUISITION CORP. II 
 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK 

AND ONE-THIRD OF ONE WARRANT, 

EACH WHOLE WARRANT ENTITLING THE HOLDER 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 Roman DBDR Tech Acquisition Corp. II, a Delaware corporation (the “Company”),
and one-third of one redeemable warrant (the “Warrant”). Each whole 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 [●], 2021, unless B. Riley FBR, 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 Company’s initial public 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 [●], 2021, 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 1 State
Street, 30th Floor, 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 a duly authorized signatory of the Company. 

 

					
	  
	 		  	  

	Authorized Signatory	 		  	Transfer Agent













 Roman DBDR Tech Acquisition Corp. II 

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)
	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. 

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).	  	

 In each case, as more fully described in the Company’s final prospectus dated [●], 2022, 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 (i) the Company
redeems the shares of Class A common stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination within the time period set forth in the Company’s amended and
restated certificate of incorporation, as the same may be amended from time to time (such date being referred to herein as the “Last Date”), (ii) the Company redeems the shares of Class A common stock sold in its initial public
offering in connection with a stockholder vote 

  
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to amend the Company’s amended and restated certificate of incorporation to modify 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 the Last Date, 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. 

  
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