Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP 30152A 118


 


EXCOLERE ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND

ONE-HALF 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 Excolere Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one warrant (each
whole warrant, a “Warrant”). 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) 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 UBS Securities LLC elects 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. 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 1 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	 	Chief Executive Officer


 






     


     


    

 


EXCOLERE ACQUISITION CORP.


 


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 sells, assigns and transfers 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 hereby irrevocably constitutes and appoints                      
Attorney to transfer said Units on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	Stockholder 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              , 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 within the period of time set forth in the Company’s Certificate of Incorporation (as amended), (ii) the
Company redeems the shares of Class A common stock sold in its initial public offering in connection with a stockholder vote
to approve an amendment to the Company’s Certificate of Incorporation that would affect 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 within the
period of time set forth in the Company’s Certificate of Incorporation (as amended) 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.