Exhibit 4.1




	
  

  	
  AP CUSIP 00548A
  10 6 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE
  STATE OF DELAWARE This certifies that COUNTERSIGNED AND REGISTERED: AMERICAN
  STOCK TRANSFER & TRUST COMPANY, LLC (NEW YORK, NY) TRANSFER AGENT AND REGISTRAR
  BY: AUTHORIZED SIGNATURE is the record holder of FULLY PAID AND NONASSESSABLE
  SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF ADAMAS PHARMACEUTICALS, INC.
  transferable on the books of the Corporation in person or by duly authorized
  attorney upon surrender of this Certificate properly endorsed. This
  Certificate is not valid until countersigned by the Transfer Agent and
  registered by the Registrar. WITNESS the facsimile seal of the Corporation
  and the facsimile signatures of its duly authorized officers. Dated: D E L
  AWAR E SEAL ADAMAS PHARMACEUTICALS, INC. CORPORATE November 2000 CHAIRMAN OF
  THE BOARD & CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER 

  






 















	
  

  	
  The Corporation
  shall 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 stock of the Corporation or
  series thereof and the qualifications, limitations or restrictions of such
  preferences and/or rights. Such requests shall be made to the Corporation’s
  Secretary at the principal office 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 COM PROP – as community property UNIF GIFT MIN ACT –
  Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (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(s), assign(s) and transfer(s) 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 capital stock
  represented by within Certificate, and do hereby irrevocably constitute and
  appoint attorney-in-fact to transfer the said stock on the books of the
  within named Corporation with full power of the substitution in the premises.
  Dated X X 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. Signature(s) Guaranteed:
  By THE SIGNATURE(S) SHOULD 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. GUARANTEES BY A NOTARY PUBLIC ARE NOT
  ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.