NUMBER U-__________

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common Stock”), of Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), and one warrant (the “Warrant(s)”).  Each Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment).  Each Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (“Business Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, 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 the 52nd day after the date of the prospectus relating to the Company’s IPO, subject to earlier separation in the discretion of Citigroup Global Markets Inc. provided that the Company has filed with the Securities and Exchange Commission a Current Report on Form 8-K which includes an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press release announcing when separate trading will begin.  The terms of the Warrants are governed by a Warrant Agreement, dated as of _______, 2011, 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.