SPECIMEN
UNIT CERTIFICATE


 


 Exhibit 4.1 


 


	NUMBER

    OLITU-
	UNITS
	 	 
	SEE
    REVERSE FOR CERTAIN DEFINITIONS	 


 


CUSIP 68218C 207


 


OMNILIT
ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK

AND ONE-HALF OF A WARRANT


EACH WHOLE 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 OmniLit Acquisition
Corp., a Delaware corporation (the “Company”), and one half of a warrant. Each whole warrant (“Warrant”)
entitles the holder to purchase one share 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 an initial merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses (a “Business
Combination”) and (ii) twelve (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 Company’s completion
of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrants comprising the
Units represented by this certificate are not transferable separately prior to __________, 2021, unless Imperial Capital,
LLC 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 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 IPO 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 _________, 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.




 


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


 


	By:	 	 
	 	 	 
	OmniLit
    Acquisition Corp.
	CORPORATE
    SEAL


 





	 	2021	 
	 Authorized Signatory 
	 	DELAWARE	 	 Transfer Agent 



 




    	 



     


    

 


OmniLit
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	 	UNIT
GIFT MIN ACT-	_________	Custodian	_______
	 	 	 	 	(Cust)		(Minor)
	TEN
    ENT – 	as
    tenants by the entireties	 	 	 	 	 
	 	 	 	 	 	 	 
	JT
    TEN –	as
    joint tenants with right to 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(S) AND ADDRESS(ES), 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). 
	 


 


 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 its IPO with respect to the Class
A common stock included in the Units represented by this certificate only in the event that (i) the Company is forced to redeem
the shares of Class A common stock sold in the IPO and liquidates because it does not consummate an initial Business Combination
within the period of time set forth in the Company’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 of Class A common stock included
in the Units upon consummation of, or sell such 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.