Prospect Acquisition Corp. Specimen Unit Certificate Representing Common Stock and Warrants
This certificate represents ownership of units in Prospect Acquisition Corp., a Delaware corporation. Each unit consists of one share of common stock and one warrant to purchase an additional share at $7.50, subject to certain conditions and time limits. The warrants become exercisable after a business combination or a specified date in 2009 and expire in 2012 unless exercised earlier. The certificate outlines transfer restrictions and references a separate Warrant Agreement governing the terms of the warrants.
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Exhibit 4.1
[SPECIMEN UNIT CERTIFICATE]
NUMBER | UNITS | |||
U- | |
PROSPECT ACQUISITION CORP.
Incorporated Under the Laws of the State of Delaware
CUSIP | |
SEE REVERSE FOR
CERTAIN DEFINITIONS
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE WARRANT EACH 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 $0.0001 per share ("Common Stock"), of Prospect Acquisition Corp., a Delaware corporation (the "Company"), and one warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) the Company's completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) , 2009, and will expire unless exercised before 5:00 p.m., New York time, on , 2012, or earlier upon redemption. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2007 unless Citigroup Global Markets, Inc. elects to allow separate trading earlier, subject to the Company's (i) 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 (ii) issuance of a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2007, by and 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.
Dated: | | , 2007 | [Corporate Seal] Delaware | Authorized Officer |
Prospect Acquisition 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. This certificate and the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units.
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 tenant in common | UNIF GIFT MIN ACT | (Cust) | Custodian | (Minor) | ||||||
TEN ENT | tenants by the entireties | Under Uniform Gifts to Minors Act: (State) | |||||||||
JT TEN | as joint tenants with right of survivorship and not as tenants in common |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers 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 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. | ||
Signatures(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). |
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