EX-4.1



 





Exhibit 4.1






			
	Common Stock
	 	Common Stock
	 	 	 
	Certificate 

Number
	 	Shares               






[Ocean Power Technologies Logo]




Ocean Power Technologies, INC.



INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP 674870 20 9

SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS




THIS CERTIFIES THAT


 


is the owner of




FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF



Ocean Power Technologies, Inc. (hereinafter called the “Company”) transferable on the books of
the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.




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



Dated:




	 	 	 	 	 	 	 
	/s/ George Taylor

	 	[Seal]
	 	 
	 	/s/ Charles F. Dunleavy
	Chief Executive Officer and

	 	 	 	 	 	Vice President and Chief Financial Officer
	Director
	 	 	 	 	 	 






			
	COUNTERSIGNED AND REGISTERED:
	Computershare Trust Company, N.A.
	 
	Transfer Agent and Registrar






By:        
               
                
               
               
           

Authorized Signature




 









 









Ocean Power Technologies, INC.




     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
	 	UNIF TRF MIN ACT
	 	-
	 	                                        
Custodian (until age      
                            )
	 

	 	 	 	tenants in common
	 	 	 	 	 	     (Cust)                                                 (Minor)
	 

	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act      
                                     
	 

	 	 	 	 	 	 	 	 	 	                                                                     (State)






Additional abbreviations may also be used though not in the above list.




     THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING OPTIONAL OR OTHER SPECIAL RIGHTS
OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR
EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS
TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY
OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR
DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY
IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON
ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.



	 	 	 	 	 
	 

	 	 	 	please insert social security or other
identifying number of assignee
	For value received,                                         hereby sell, assign and transfer unto
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 





      

(Please Print Or Typewrite Name And Address, Including 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                                         20                    
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	          Signature(s) Guaranteed: Medallion Guarantee Stamp 

	Signature:                                                             

	 	 	 	THE
SIGNATURE(s) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (Banks,
Stockbrokers, Savings and Loan
Associations and Credit Untions)WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. Rule 17Ad-15



	 
	 	 	 
	Signature: