Exhibit 4.1


 


	
        NUMBER

        U-__________

         
	 	
         

         

         
	 	UNITS
	SEE REVERSE FOR

 CERTAIN

 DEFINITIONS	NORTHERN
    GENESIS ACQUISITION CORP.	 



 


CUSIP
66516T 203


 


UNITS CONSISTING OF
ONE SHARE OF COMMON STOCK AND


ONE-HALF OF ONE WARRANT


 


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 Northern
Genesis Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one warrant
(“Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per
share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) 30 days after the
Company’s completion of an initial merger, capital stock exchange, asset acquisition, or other similar business
combination with one or more businesses or entities (a “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 or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this certificate are
not transferable separately until the 52nd day following the IPO, unless Raymond James & Associates, Inc. and
EarlyBirdCapital, Inc. informs the Company of their decision to allow earlier separate trading, except that in no event will
the Common Stock and Warrants be separately tradeable until the Company has filed 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 such
separate trading will begin. 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.


 


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.


 


	By	 	 	 
	 	 	 	 
	 	  Chairman	 	  Secretary





 






     


     


    

 


Northern Genesis Acquisition Corp.


 


The Company will furnish without charge
to each shareholder 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	                   under Uniform Gifts to Minors
	 	 	and not as tenants in common	       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) 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).	 


 


The holder(s) of this certificate shall
be entitled to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying
this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial
business combination within the period of time set forth in the Corporation’s Amended and Restated Certificate of
Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to redeem his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business
combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any
right or interest of any kind in or to the trust account.