Specimen of Common Stock certificate



 EXHIBIT 4.1 
  


					
	 NUMBER
 PS
	 	 	  	 SHARES
  

	 	 	

	  	 

  
 INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE 
  

			
	 THIS CERTIFICATE IS TRANSFERABLE IN
 NEW YORK, N.Y. AND RIDGEFIELD PARK, NJ
	 	SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY

  
 CUSIP 741511 10 9

  
 THIS CERTIFIES THAT 
  
 IS THE RECORD HOLDER OF 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF 
 PRICESMART, 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 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	 	 	 	 
			
	/s/    ROBERT M. GANS        	 	 	 	/s/    ROBERT E. PRICE        
	SECRETARY	 	[CORPORATE SEAL]	 	 PRESIDENT AND
 CHIEF EXECUTIVE OFFICER


  
 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 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









			
	UNIF GIFT MIN ACT-__________________________     CUSTODIAN_______________________________
	                        (CUST)	 	(MINOR)
	
	                 under Uniform Gifts to
Minors

	
	                 Act
_______________________________________________________________

	(State)

  
 UNIF TRF MIN
ACT-                     Custodian (until age         ) 
         (Cust) 
                                       
           under Uniform Transfer to Minors Act
                         
       (Minor)                                
                                        
   (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:                      

					
			
	X 	 	 	 	 
			
	X	 	 	 	 
			
	 	 	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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.