Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN

DEFINITIONS


 


CUSIP


 


NOVUS CAPITAL CORPORATION II


 


UNITS CONSISTING OF ONE SHARE OF
CLASS A COMMON STOCK AND
 ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE 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 (“Class A Common Stock”), of
Novus Capital Corporation II, a Delaware corporation (the “Company”), and one-third (1/3)
of one redeemable warrant (each whole warrant exercisable for one share of Class A common stock) (the
 “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share of Class A Common
Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant
will become exercisable thirty (30) days after the Company’s completion of an initial merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or
more businesses (each a “Business Combination”), 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 shares of Class A Common Stock and Warrants comprising the Units represented by this
certificate are not transferable separately prior
to                , 2021, unless Cowen and
Company, 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 its initial public offering and issuing a press release announcing when separate trading will begin. No
fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants
are governed by a Warrant Agreement, dated as
of                 , 2021, 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.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Common Stock and Warrants comprising such
Units.


 


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.


 


	 	 	 
	Secretary	 	Principal Executive Officer


 






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NOVUS CAPITAL CORPORATION II


 


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)

        Under Uniform Gifts to Minors Act _____________ (State)

	TEN ENT	—	as tenants by the entireties	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 


  


 


Additional abbreviations may also be used
though not in the above list.


 


For value received, ______________ hereby
sell(s), assign(s) and transfer(s) 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(es) 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 whatsoever.


 






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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).


 


In each case, as more fully described in the Company’s
final prospectus dated           , 2021, 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            ,
2023, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, (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 (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business
combination or to redeem 100% of the Class A Common Stock if it does not complete its initial business combination by            ,
2023, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their 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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