EX-4.1





 Exhibit 4.1 

NUMBER UNITS 
 U- 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP 57520Y 205 
 MASON
INDUSTRIAL TECHNOLOGY, INC. 
 UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND
ONE-THIRD OF ONE 
 WARRANT 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 Mason Industrial Technology, Inc., a Delaware corporation (the “Company”), and one-third (1/3) of one warrant (each whole warrant, a “Warrant”). Each whole 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 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”). The Common Stock
and Warrants comprising the Units represented by this certificate are not transferable separately prior to, 2021, unless Citigroup Global Markets Inc. and Jefferies LLC 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 ___________, 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, 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. 

 

			
	  
 Secretary
	  	  
 Chief Executive
Officer


 Mason Industrial Technology, Inc. 

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).



  
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 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 , 2023, if such period is
extended pursuant to the Company’s Certificate of Incorporation as in effect at such time), (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 ,
2023 (or by ___________, 2023, if such period is extended pursuant to the Company’s Certificate of Incorporation as in effect at such time), 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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