Exhibit 4.1


 


CUSIP _____


 


pensare ACQUISITION
CORP.


 


UNITS CONSISTING
OF ONE SHARE OF COMMON STOCK, 

ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK AND

ONE-Half of one WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT _______________________________________________________________is
the owner of ________________________________________ Units.


 


Each Unit (“Unit”)
consists of one (1) share of Common Stock, par value $0.001 per share (“Common Stock”), of Pensare Acquisition
Corp., a Delaware corporation (the “Company”), one right to receive one-tenth of one share of Common
Stock (the “Right”) and one-half (1/2) of one (1) warrant (the “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, recapitalization, 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 (the “IPO”), 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, Rights and Warrants comprising the Units represented by this certificate are not transferable separately prior to
__________, 2017, unless EarlyBirdCapital, Inc. 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 the IPO and issuing a press release announcing when separate trading will begin.  The
terms of the Rights are governed by a Rights Agreement, dated as of                   ,
2017, between Continental Stock Transfer & Trust Company (“Continental”), as Rights Agent, and are
subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificates consents
to by acceptance hereof. The terms of the Warrants are governed by a Warrant Agreement, dated as of ________, 2017, between the
Company and Continental, 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 Rights Agreement and Warrant
Agreement are on file at the office of the Warrant Agent at One State Street Plaza, 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 signature
of its duly authorized officers.


 


	 	 	
	Secretary	 	President


 


Pensare 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)

Under Uniform Gifts to Minors
	JT TEN	—	as joint tenants with right of survivorship 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 TYPWRITE 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 Corporation 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).	 


 


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.


 




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