Exhibit
4.1


 


FORM
OF STOCK CERTIFICATE


 


CLEARDAY,
INC. COMMON STOCK


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP
184791 10 1


 


THIS
CERTIFIES THAT


 





 



 


IS
THE OWNER OF


 





 



 





FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF $0.001 PER SHARE, OF CLEARDAY, INC.


 


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 the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	 	
	COUNTERSIGNED
    AND REGISTERED	 	PRESIDENT
    AND CHIEF EXECUTIVE OFFICER
	 	 	 
	REGISTRAR
    AND TRANSFER COMPANY	 	 
		 	



 


		 	
	TRANSFER
    AGENT AND REGISTRAR	 	SECRETARY
	 	 	 
	By:	 	 
	 	 	 
	Authorized
    Signature	 	 


 




    	 



    	 



    

 


A
statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to
time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting
each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Transfer
Agent of the Corporation.


 


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 
	 	TEN
    ENT	–
    as tenants by the entireties
	 	JT
    TEN	–
    as joint tenants with right of survivorship and not as tenants in common


 


	 	UNIF
GIFT MIN ACT–	________Custodian________
	 	 	   (Cust)                     (Minor)
	 	 	under
                                            Uniform Gifts to Minors

                                            Act ____________________
	 	 	                    (State)



 








	 	UNIF
TRF MIN ACT–	____Custodian (until age_____)
	 	 	 (Cust)
	 	 	______under UniformTransfers 

                                                                                

	 	 	(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 ________________________________________________________________________________________________


 


__________________________________________ 





 


	 		
		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 WHATEVER.