Exhibit 4.1


 


	CERTIFICATE NUMBER	SHARES




 


SEE REVERSE FOR CERTAIN


DEFINITIONS


 


CUSIP [_]


 


BOXED, INC.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE CLASS A COMMON STOCK


 


THIS CERTIFIES THAT _____________________
is the owner of ______________ fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common
Stock”), of Boxed, Inc., a Delaware corporation (the “Company”), transferable on the books
of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly authorized signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent




 


 





 



 






    


    


    

 


BOXED, INC.


 


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 equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions of the
Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of
which the holder of this certificate by acceptance hereof assents.


 


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
sells, assigns and transfers unto


 





 



(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 


 





 



(PLEASE PRINT OR TYPEWRITE
NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 





 



 





 



 


                       shares
of Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


 





 



Attorney to transfer the said shares of Common
Stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 	 



 


 


	 	Notice: The signature(s) 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).