Specimen Unit Certificate





 Exhibit 4.1 

NUMBER UNITS 
 U- 

SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP [●] 
 FORTRESS VALUE
ACQUISITION CORP. II 
 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF
ONE REDEEMABLE WARRANT 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 Fortress Value Acquisition Corp. II, a Delaware corporation (the
“Company”), and one-fifth (1/5) of one redeemable warrant (each whole warrant, a “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”), and (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
            , 2022, unless [●] elect 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 its initial public offering and issuing a press release announcing when separate trading will begin. No
fractional warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated as of             , 2020, 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. 

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into shares of Common
Stock and Warrants comprising such Units. 
 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 its duly authorized officers. 
  

					
	  
 Secretary
	 		 	  
 Chief Financial
Officer


 FORTRESS VALUE 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
            , 2020, 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 Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business
combination by the date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to amend
the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business 

  
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combination or to redeem 100% of the Common Stock if it does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of
incorporation or (B) with respect to any other provision relating to the rights of holders of the Common stock or pre-initial Business Combination activity or (iii) if the holder(s) seek(s) to redeem
for cash his, her or its respective shares of 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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