EXHIBIT 4.1 APOLLO BIOPHARMACEUTICS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES COMMON STOCK COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF APOLLO BIOPHARMACEUTICS, INC. (herein called the "Company") transferable upon the books of the Company in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of The State of Delaware and to the Certificate of Incorporation of the Company as now or hereafter amended, as to all of which the older of this certificate assents by acceptance hereof. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, APOLLO BIOPHARMACEUTICS, INC. has caused its facsimile corporate seal and the facsimile signatures of its duly authorized officers to be hereunto affixed. Dated: [SEAL] /s/ John J. Curry /s/ Katherine Gordon -------------------- -------------------------- Treasurer President COUNTERSIGNED AND REGISTERED: BY - ----------------------------- AUTHORIZED SIGNATURE APOLLO BIOPHARMACEUTICS, INC. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE FURNISHED BY THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE. 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 under Uniform Gifts to Minors survivorship and not as tenants 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 and Address Including Postal Zip Code of Assignee) ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint__________________________________ ____________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, _____________________________ ____________________________________________________ Notice: THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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. NOTICE: The signature to this agreement must correspond with the name as written upon the face of the Certificate, in every particular, without alternation or enlargement, or any change whatever.