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                                                                     EXHIBIT 4.1

NUMBER                                                                     UNITS
U-__________

SEE REVERSE FOR
CERTAIN DEFINITIONS

                             TAILWIND FINANCIAL INC.
                                                              CUSIP: 874023 20 3

                UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
                ONE WARRANT 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
$.01 per share ("COMMON STOCK"), of Tailwind Financial Inc., a Delaware
corporation (the "Corporation"), and one warrant (the "WARRANT"). The Warrant
entitles the holder to purchase one (1) share of Common Stock for [$6.00/$7.20]
per share (subject to adjustment). The Warrant will become exercisable on the
later of (i) the Corporation's completion of an acquisition of one or more
assets or operating businesses through a merger, capital stock exchange, asset
or stock acquisition, exchangeable share transaction or other similar business
combination and (ii) _____________________ [one year after the effective date of
the registration statement relating to the initial public offering of the
Units], and will expire unless exercised before 5:00 p.m., New York City time,
on ____________, 2010 [four years after the effective date of the registration
statement relating to the initial public offering of the Units], or earlier upon
redemption (the "EXPIRATION DATE"). The Common Stock and Warrants comprising the
Units represented by this certificate are not transferable separately prior to
___________, 2006, subject to earlier separation in the discretion of Deutsche
Bank Securities Inc. The terms of the Warrants are governed by a Warrant
Agreement, dated as of _______, 2006, between the Corporation and American Stock
Transfer & Trust Company (the "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 59 Maiden Lane,
Plaza Level, New York, New York 10038, 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 Corporation.

     Witness the facsimile seal of the Corporation and the facsimile signature
of its duly authorized officers.

                             TAILWIND FINANCIAL INC.
                                    CORPORATE
                                    DELAWARE
                                      SEAL
                                      2006

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By:
    --------------------------------         --------------------------------
             President                              Assistant Secretary

Countersigned By:
                   -----------------
                    [Transfer Agent]

                             TAILWIND FINANCIAL INC.

The Corporation will furnish without charge to each unit holder 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 Corporation 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                          under Uniform Gifts to
          right of survivorship and                      Minors Act ___________
          not as tenants in common                                    (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:
      --------------          ------------------------------------------

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                                       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
SECURITIES AND EXCHANGE COMMISSION RULE
17Ad-15).