Exhibit 4.1


 




NUMBER


  


	 	SHARES
	 	SEE REVERSE FOR
	 	CERTAIN DEFINITIONS
	 	CUSIP 88024L 100


 


TEMPUS APPLIED
SOLUTIONS HOLDINGS, INC.


A DELAWARE
CORPORATION


COMMON STOCK


 


	This Certifies that	 	 
	 	 	 
	is the owner of	 	 


 


FULLY PAID AND
NON-ASSESSABLE COMMON STOCK OF $.0001 PAR VALUE PER SHARE EACH OF


 


TEMPUS APPLIED
SOLUTIONS HOLDINGS, INC.


 (THE
“CORPORATION”)


 


transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


  


This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness the seal
of the Corporation and the facsimile signatures of its duly authorized officers.


 


	 	 	
        [Corporate

        Seal]
	 	 
	President	 	Delaware	 	Secretary


 








 


TEMPUS APPLIED
SOLUTIONS HOLDINGS, INC.


 


The Corporation
will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Corporation and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors
providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which
the holder of this certificate by acceptance hereof assents. 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	 	 	under Uniform Gifts to Minors
	 	 	 	 	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
sells, assigns and transfers unto


 







(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 





(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 














Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints


 





Attorney
to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises.


 


Dated:





NOTICE:
THE SIGNATURE(S) 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:


By


 





 


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).