Exhibit 4.4


PENSARE ACQUISITION CORP.


 


RIGHT


 


CUSIP ________


 


THIS CERTIFIES THAT, for value
received


 


is the registered holder of a right or rights (the “Right”
or “Rights,” respectively) to receive one-tenth of one share of common stock, par value $.001 per share
(“Common Stock”), of Pensare Acquisition Corp., a Delaware corporation (the “Company”)
for each Right evidenced by this Right Certificate on the Company’s completion of an initial business combination (as defined
in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender
of this Right Certificate pursuant to the Rights Agreement (the “Rights Agreement”) between the Company
and Continental Stock Transfer & Trust Company (the “Rights Agent”). In no event will the Company
be required to net cash settle any Right.


 


Upon liquidation of the Company in
the event an initial business combination is not consummated during the required period as identified in the Company’s Amended
and Restated Certificate of Incorporation, as the same may be amended from time to time, the Right(s) shall expire and be worthless.
The holder of a Right or Rights shall have no right or interest of any kind in the Company’s trust account (as defined in
the Prospectus).


 


Upon due presentment for registration
of transfer of the Right Certificate at the office or agency of the Rights Agent a new Right Certificate or Right Certificates
of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right
Certificate, without charge except for any applicable tax or other governmental charge.


 


The Company and the Rights Agent
may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder,
and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


Holders of a Right or Rights are
not entitled to any of the rights of a stockholder of the Company.


 


Dated:


  


 


	Secretary	 	
        [Corporate Seal]

        Delaware
	 	Chairman of the Board


 


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.


 




    	 	 	 



     


    

 


PENSARE ACQUISITION CORP.


 


The Company will furnish without charge to
each shareholder who so requests 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. This certificate and the rights represented thereby are issued and shall be held subject to all
the provisions of the Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by
acceptance hereof assents.


 


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)
	
         

         

	
         

         

	
         

         

	 


Rights represented by the within Certificate,
and do hereby irrevocably constitute and appoint


  


 


 



Attorney to transfer the said Rights on the books of the within
named Company will 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).