Exhibit 4.1


 


NUMBER


U- 




UNITS


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
61244M 208


 


MONTEREY
CAPITAL ACQUISITION CORPORATION


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF CLASS A COMMON
STOCK,


 


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 Monterey Capital Acquisition Corporation, a Delaware corporation (the “Company”),
one redeemable warrant (the “Warrant”) and one right to receive one-tenth of one share of Common Stock (the
 “Right”). 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) the Company’s
completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses (each a “Business Combination”), or (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”). Every ten Rights entitles the holder thereof to receive one share of Common
Stock upon the consummation of the Business Combination. The Common Stock, Warrants and Rights comprising the Units represented by this
certificate are not transferable separately prior to             , 2022, unless EF Hutton, division of Benchmark Investments, LLC, elects to allow
separate trading earlier, 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 Company’s initial
public 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             , 2022, between the Company and Continental Stock Transfer & Trust Company, as the warrant agent
(the “Warrant Agreement”), and the terms of the Rights are governed by a rights agreement, dated as of             , 2022,
between the Company and Continental Stock Transfer & Trust Company, as the rights agent (the “Rights Agreement”),
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 each of the Warrant Agreement and Rights 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 or Rights 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 a duly authorized signatory of the Company.


 


	Authorized
Signatory		Transfer
                                            Agent



 


Monterey
Capital Acquisition Corporation


 


 


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	 
	TEN
    ENT                  —              as tenants by the entireties	 	(Cust)	 	(Minor)
	 	 	 	 	 
	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).


 


 


In
each case, as more fully described in the Company’s final prospectus dated                      , 2022, 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 its initial public
offering only in the event that (i) the Company redeems the shares of Class A common stock sold in the Company’s initial
public offering and liquidates because it does not consummate an initial business combination within the time period set forth in the
Company’s amended and restated certificate of incorporation, as the same may be amended from time to time (such date being referred
to herein as the “Last Date”), (ii) the Company redeems the shares of Class A common stock sold in its initial
public offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate
an initial business combination by the Last Date, 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.