Exhibit 4.1


CERTIFICATE OF INCORPORATION


OF


AEROCLEAN TECHNOLOGIES, INC.


 


ARTICLE I


 


Name


 


The name of the corporation is AeroClean Technologies,
Inc. (the “Corporation”).


 


ARTICLE II


 


Registered Office and Registered Agent


 


The address of the registered office of the Corporation
in the State of Delaware is 850 New Burton Road, Suite 201 in the City
of Dover County of Kent, 19904. The name of the registered agent of the Corporation
at such address is Cogency Global Inc.


 


ARTICLE III


 


Corporate Purpose


 


The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General
Corporation Law”).


 


ARTICLE IV


 


Capital Stock


 


(1) The total number of shares of all classes of
stock that the Corporation shall have authority to issue is 121,000,000, of which 110,000,000 shall be shares of Common Stock of the Corporation,
par value $0.01 per share (“Common Stock”), and 11,000,000 shall be shares of Preferred Stock, at a par value of $0.01
per share (“Preferred Stock”).


 


(2) The Board of Directors of the Corporation (the
 “Board”) is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for the issuance
of one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and
the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The
powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Corporation
shall, from time to time and in accordance with applicable law, increase the number of authorized shares of Common Stock if at any time
the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the conversion of
any series of Preferred Stock that, as provided for or fixed pursuant to the provisions of this paragraph (2) of Article IV, is otherwise
convertible into Common Stock.


 


ARTICLE V


 


Board of Directors


 


(1) The business and affairs of the Corporation
shall be managed by, or under the direction of, the Board, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or this Certificate of Incorporation directed or required to be exercised or done by
stockholders.


 






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(2) The Bylaws of the Corporation may fix and alter
the number of directors and may prescribe the term of office, and from time to time the number of directors may be increased or decreased
by amendment of the Bylaws of the Corporation; provided that in no case shall the number of directors be less than three.


 


(3) Any director or the entire Board may be removed
from office only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the total voting
power of the outstanding shares of the capital stock of the Corporation entitled to vote in any annual election of directors, voting together
as a single class.


 


(4) Vacancies occurring on the Board for any reason,
including, without limitation, vacancies occurring as a result of the death, resignation, retirement, disqualification or removal from
office of a director, or the creation of new directorships that increase the number of directors, shall solely be filled by a majority
vote of the directors then in office, even if the number of such directors is less than a quorum, or by a sole remaining director, or
by the written consent of such directors as permitted by the General Corporation Law and as provided in the Bylaws of the Corporation,
and shall not be filled by the stockholders.


 


(5) At any meeting of stockholders at which directors
are elected, directors shall be elected by a plurality of the voting power of the shares entitled to vote on the election of directors
and present in person or by proxy at the meeting. Elections of directors of the Corporation need not be by written ballot, except and
to the extent provided in the Bylaws of the Corporation.


 


(6) To the fullest extent permitted by the General
Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. For the avoidance of all doubt, notwithstanding
any other provision in this Certificate of Incorporation, no amendment to, modification of or repeal of this paragraph (6) shall apply
to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment.


 


(7) Nothing in this Article V shall be deemed to
affect or restrict (i) any rights of the holders of any series of Preferred Stock to elect directors as provided for or fixed pursuant
to the provisions of Article IV, or (ii) the ability of the Board to provide, pursuant to Article IV, for the preferences and relative,
participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of
any series of Preferred Stock, including with regard to those directors, if any, to be elected by the holders of any series of Preferred
Stock.


 






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ARTICLE VI


 


Interested Directors and Officers


 


(1) No contract or transaction between the
Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of the Corporation’s directors or officers are directors or officers,
or have a financial interest, shall be void or voidable solely for this reason, or solely because such director or officer is
present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely
because his or her vote is counted for such purpose, if (i) the material facts as to his or her relationship or interest and as to
the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum, (ii) the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders, or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders.


 


(2) Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.


 


ARTICLE VII


 


Stockholder Action


 


(1) The annual meeting of stockholders of the Corporation
for the election of directors of the Corporation, and for the transaction of such other business as may properly come before such meeting,
shall be held at such place, date and time as shall be fixed by the Board in its sole and absolute discretion.


 


(2) Except as otherwise required by law, or as otherwise
provided for or fixed pursuant to the provisions of Article IV with regard to the rights of holders of shares of one or more series of
Preferred Stock, special meetings of stockholders of the Corporation may only be called by (i) the Board or (ii) the Chairman of the Board
of the Corporation or the Chief Executive Officer of the Corporation.


 


(3) Any previously scheduled meeting of the stockholders
may be postponed to another date, time or place by resolution of the Board.


 


(4) Except as otherwise provided for or fixed pursuant
to the provisions of Article IV with regard to the rights of holders of shares of one or more series of Preferred Stock, no action that
is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected
by written consent of stockholders in lieu of a meeting; provided, however, that the taking of any action that is required
or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written
consent of stockholders in lieu of a meeting if such action and the taking of such action by written consent of stockholders in lieu of
a meeting have each been expressly approved in advance by the Board.


 






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ARTICLE VIII


 


Indemnification and Insurance


 


(1) Each person who was or is made a party or
is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a
 “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while serving
as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director or officer
or in another capacity for or at the request of the Corporation, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, excise taxes or penalties, including under the Employee Retirement Income Security Act of
1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person who has ceased to serve in the capacity that initially entitled
such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (2) of this Article VIII with respect to proceedings seeking to enforce rights to
indemnification hereunder, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board. The
right to indemnification conferred in this Article VIII shall be a contract right that vests upon a person becoming a director or
officer of the Corporation or upon a person serving at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans, and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the General Corporation Law requires, the payment of
such expenses incurred by a director or officer of the Corporation in his or her capacity as a director or officer of the
Corporation (and not in any other capacity in which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article
VIII or otherwise. Notwithstanding the foregoing, subsequent to an indictment of, or the filing of a civil complaint by a U.S.
federal or state governmental enforcement agency against, a director or officer of the Corporation (in any capacity, including as an
employee or agent of another enterprise and service to an employee benefit plan) entitled to or receiving advancement of expenses,
the Corporation may, subject to applicable law (including to the extent indemnification is required under Section 145(c) of the
General Corporation Law), terminate, reduce or place conditions upon any future advancement of expenses (including with respect to
costs, charges, attorneys’ fees, experts’ fees and other fees) incurred by such director or officer relating to his or
her defense thereof if (i) such director or officer does not prevail at trial, enters into a plea arrangement, agrees to the entry
of a final administrative or judicial order imposing sanctions on such director or officer or otherwise admits, in a legal
proceeding, to the alleged violation resulting in the relevant indictment or complaint, or (ii) if the Corporation initiates an
internal investigation and a determination is made (x) by the disinterested directors, even though less than a quorum, or (y) if
there are no disinterested directors or the disinterested directors so direct, by independent legal counsel in a written opinion,
that the facts known to the decision-maker at the time such determination is made demonstrate that such director or officer acted in
a manner that is not indemnifiable by the Corporation. Any future indemnification or similar agreement entered into by the
Corporation with any director or officer of the Corporation and that addresses the advancement of expenses shall contain
restrictions substantially similar to the immediately preceding sentence.


 






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(2) If a claim under paragraph (1) of this Article
VIII is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole
or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action
that the claimant has not met the standards of conduct that make it permissible under the General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed or, in the case of a claim regarding advancement of expenses, the Corporation has terminated,
reduced or placed conditions upon advancement of expenses in accordance with paragraph (1) of this Article VIII, but in each case, the
burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board, a committee thereof,
independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation
Law, nor an actual determination by the Corporation (including the Board, a committee thereof, independent legal counsel or its stockholders)
that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.


 


(3) The right to indemnification and the advancement
and payment of expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter
acquire under any law (common or statutory), provision of the Certificate of Incorporation of the Corporation, other bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.


 


(4) If this Article VIII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless
each director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees, experts’ fees and
other fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to the full extent permitted by any applicable portion of this Article VIII that shall not have been
invalidated and to the full extent permitted by applicable law.


 


(5) For the avoidance of all doubt, notwithstanding
any other provision in this Certificate of Incorporation, no amendment to, modification of or repeal of any provision of this Article
VIII shall apply to or have any effect on the liability or alleged liability, or any right to indemnification or to advancement of expenses,
of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior
to such amendment, except as otherwise consented to in writing by such director or officer.


 






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(6) The Board may, or may authorize one or more
officers to, provide for the indemnification or advancement of expenses by the Corporation to any current or former employee or
agent of the Corporation or any of the Corporation’s subsidiaries who would not otherwise have a right to indemnification or
advancement of expenses pursuant to this Article VIII and was or is made a party to or is threatened to be made a party to or is
otherwise involved or threatened to be involved (including, without limitation, as a witness) in any proceeding, by reason of the
fact that he or she is or was such an employee or agent or, while serving as an employee or agent, he or she is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation or a partnership, joint venture,
trust, nonprofit entity or other enterprise, including service with respect to an employee benefit plan, of such scope and effect
and subject to such terms as determined by the Board or such officer or officers, in each case, as and to the extent permitted by
applicable law.


 


(7) The Corporation may purchase and maintain insurance
on behalf of itself and any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such
person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under
Section 145 of the General Corporation Law.


 


ARTICLE IX


 


Bylaws


 


In furtherance and not in limitation of the powers
conferred by the General Corporation Law, the Board shall expressly have the power to adopt, amend or repeal the Bylaws of the Corporation.
Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval of a majority of the entire
Board. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation, provided, however,
that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate
of Incorporation, the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the then-outstanding
voting stock of the Corporation, voting together as a single class, shall be required for the stockholders of the Corporation to amend,
repeal or adopt any provision of the Bylaws of the Corporation.


 


ARTICLE X


 


Amendment


 


(1) The Corporation reserves the right to amend,
alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law,
and all the provisions of this Certificate of Incorporation and, except as expressly provided otherwise in this Certificate of Incorporation,
all rights conferred on stockholders, directors, officers, employees or agents of the Corporation in this Certificate of Incorporation
are subject to this reserved power.


 


(2) Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, and in addition to any affirmative vote of the holders of any particular class of
stock of the Corporation required by applicable law or this Certificate of Incorporation, the affirmative vote of at least sixty-six
and two-thirds percent (66 2/3%) of the voting power of the then-outstanding voting stock of the Corporation, voting together as a
single class, shall be required for the stockholders of the Corporation to amend, repeal or adopt any provisions of this Certificate
of Incorporation inconsistent with Article V, paragraphs (2) and (4) of Article VII or this Article X of this Certificate of
Incorporation.


 


 


ARTICLE XI


 


Incorporator


 


The name and mailing address of the sole incorporator is as
follows:


 





	Name	Mailing Address
	 	 
	Ryan Tyler	10455 Riverside Drive, Palm Beach Gardens, FL 33410



 


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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of November, 2021.


 


	 	/s/ Ryan Tyler
	 	Ryan Tyler



 


[Signature Page – Certificate of Incorporation]