Exhibit 4.1


 


	NUMBER	SHARES



C-

SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP _______


 


SKILLZ INC.

CLASS A COMMON STOCK


 


THIS CERTIFIES THAT          is
the owner of               fully paid and
non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”),
of Skillz Inc., a Delaware corporation (the “Company”), transferable on the books of the Company 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 Company. Witness the facsimile signature
of a duly authorized signatory of the Company.


 


	 	 	 
	 	 	 
	 	 	 
	Authorized Signatory	 	Transfer Agent



 






     


     


    

 


SKILLZ INC.


 


The Company will furnish
without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Company’s Third Amended and Restated 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 Company), 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   ________________

        (Cust)                                             (Minor)

	TEN ENT — 	as tenants by the entireties	 	under Uniform Gifts to Minors Act
	JT TEN —	as joint tenants with right
of survivorship and not as tenants in common	 	 
	 	 	 	
        (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 Common Stock represented by the within Certificate, and hereby irrevocably constitutes and appoints


 


___________ Attorney
to transfer the said shares of Common Stock on the books of the within named Company 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:

        

	 
	 	 
	 	 
	 	 
	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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).