Exhibit 4.1


 




	
  NUMBER

  738

  	
   

  	
  SHARES

  0

  






 


 


Incorporated
under the laws of the State of Delaware


OSIRIS
THERAPEUTICS, INC.


Total
Authorized Shares


90,000,000
Shares, $.001 Par Value


Common
Stock


 


 


This
Certifies That
                     Specimen                      is the

registered holder of                         **
**                        
Shares

transferable only on the books of the Corporation by the holder hereof in

person or by Attorney upon surrendering of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be
signed

by its authorized officers and its Corporate Seal to be hereunto affixed.


 


	
  Dated:    July 14, 2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  President
  & CEO

  	
   

  	
  Secretary

  



 

















 


NOTICE:  THE SIGNATURE 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 WHATSOEVER.


 


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 . . . . . . .

       
  (Cust)                     (Minor)

  
	
  TEN ENT

  	
  - as tenants by the entireties

  	
   

  	
  under Uniform gifts to Minors

  Act  . . . . . . . . . . . . . . . . 
                (State)

  
	
  JT TEN

  	
  - as joint tenants with right
  of survivorship and not as tenants in common

  	
   

  	
   

  



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

represented by the within Certificate, and do hereby irrevocably constitute and
appoint


                                                                                                                                                                 
Attorney

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


Dated                                                                                                     


In
presence of


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The Corporation is authorized to
issue more than one class of stock.  The
Corporation will furnish without charge to each stockholder upon written
request the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class of stock (and any
series thereof) authorized to be issued by the Corporation as set forth in the
Certificate of Incorporation of the Corporation and amendments thereto filed
with the secretary of State of the State of Delaware.