Exhibit 4.1


 


	
   

  	
  NUMBER

  	
  

  	
  SHARES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NU

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMMON STOCK

  	
  COMMON STOCK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INCORPORATED UNDER THE LAWS

  	
  SEE REVERSE FOR STATEMENTS RELATING

  	
   

  
	
   

  	
  OF THE STATE OF CALIFORNIA

  	
  TO RIGHTS, PREFERENCES,

  	
   

  
	
   

  	
   

  	
  PRIVILEGES AND RESTRICTIONS, IF ANY

  	
   

  
	
   

  	
   

  	
  CUSIP 04538V 10 4

  	
   

  
						



 


	
  This Certifies that

  
	
   

  
	
   

  
	
  SPECIMEN

  
	
   

  
	
   

  
	
  Is the record holder of

  



 


FULLY PAID AND NONASSESSABLE
SHARES OF COMMON STOCK, NO PAR VALUE, OF


 


ASPYRA,
INC.


 


transferable on the books of the Corporation
in person or by duly authorized attorney on surrender of this certificate
properly endorsed. This certificate shall not be valid until countersigned and
registered by the Transfer Agent and Registrar.


 


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


 


Dated:


 


	
  COUNTERSIGNED AND REGISTERED:

  
	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
  (NEW YORK)

  
	
  TRANSFER AGENT AND REGISTRAR

  	
   

  
	
   

  	
   

  
	
  BY

  	
   

  
	
   

  	
   

  
	
  AUTHORIZED
  SIGNATURE

  	
   

  



 


	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Anahita Villafane

  	
   

  	
   

  	
  /s/ Steven M. Besbeck

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  Chairman

  	
   

  



 





















 


A statement of
the rights, preferences, privileges and restrictions granted to or imposed upon
the respective classes or series of shares and upon the holders thereof as
established, from time to time, by the Articles of Incorporation of the
Corporation and by any certificate of determination, and the number of shares
constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.


 


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

  	
   

  
	
   

  	
   

  	
  in common

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
  UNIF TRF MIN
  ACT

  	
  –

  	
   

  	
  Custodian (until age

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  to Minors
  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 ZIP CODE, OF
  ASSIGNEE)

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   Shares

  
	
  of the
  common 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

  	
   

  	
   

  
					



 


 


	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  NOTICE:

  	
   

  	
  THE
  SIGNATURE(S) 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

  
	
   

  
	
   

  
	
  By

  	
   

  	
   

  
	
  THE
  SIGNATURE(S) SHOULD BE GURANTEED 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.