Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP ________


 


BOXWOOD MERGER
CORP.


 


 UNITS CONSISTING
OF ONE SHARE OF CLASS A COMMON STOCK AND one WARRANT, each 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
Boxwood Merger Corp., a Delaware corporation (the “Company”), and one warrant (each, a “Warrant”).
Each 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, recapitalization 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 _________________, 2018, unless Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc. elect to allow earlier
separate trading, 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 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 _________________, 2018, 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 One 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 its duly
authorized officers.


 


	 	 	 
	Chief Executive Officer	 	Chief Financial Officer


 




    	 	 	 



     


    

  


Boxwood Merger Corp.


 


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	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 	 
	 	 	 	 	 	 	 	 
	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) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.	 	 


 




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In each case, as more fully described in the
Company’s final prospectus dated _________________, 2018, 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 the Company’s initial public
offering only in the event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering
and liquidates because it does not consummate an initial business combination by _________________, 2020, (ii) the Company redeems
the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote to approve an amendment
to any provision of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights
or the Company’s pre-initial business combination activity, including the substance or timing of the Company’s obligation
to redeem 100% of its shares of Class A common stock sold in its initial public offering if the Company does not complete its initial
business combination within the required time period, 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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