EX-4.1





 Exhibit 4.1 
  

					
	             NUMBER

U-__________
	  	 	 	UNITS
			
	     SEE REVERSE FOR

CERTAIN DEFINITIONS
	  	NORTHERN STAR ACQUISITION CORP.	 	

 CUSIP 665742 201 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND 

ONE-FOURTH OF ONE WARRANT 

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 Northern Star Acquisition Corp., a Delaware corporation (the “Company”), and one-fourth of one warrant (“Warrant”). Each whole Warrant entitles the holder
to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) thirty days after the Company’s completion of an initial merger, capital stock exchange,
asset acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”),
and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the
Unit(s) represented by this certificate are not transferable separately until fifty-two days following the IPO, unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier
separate trading, except that in no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and
issued a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of __________ __, 2020, 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. 

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

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 

 

									
	 By
	 		 		 		 	
		 	  
	 		 		 	  

		 	 Chairman
	 		 		 	 Secretary


  
 



 












 Northern Star Acquisition Corp. 

The Company will furnish without charge to each shareholder 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	  	under Uniform Gifts to Minors
		  	and not as tenants in common	  	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) SHOULD 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).	 	

 The holder(s) of this certificate shall be entitled to receive a pro-rata portion of
the funds from the trust account with respect to the common stock underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of
time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell
his shares in a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.