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.


 






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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.


 


(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]