FORM OF COMMON STOCK CERTIFICATE



 Exhibit 4.1 
  
 FORM OF STOCK CERTIFICATE 
  

			
	 COMMON STOCK
	  	COMMON STOCK
	         NUMBER
	  	SHARES        

  
 APU 
  
 Aeolus Pharmaceuticals, Inc. 
  

			
	 INCORPORATED UNDER THE LAWS OF
	  	SEE REVERSE FOR
	             THE STATE OF DELAWARE
	  	CERTAIN DEFINITIONS
	 	  	CUSIP 00765G 10 9

  
 THIS CERTIFIES THAT 
  
 IS THE REGISTERED HOLDER OF 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF 
  
 Aeolus 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation, and all amendments
thereto, to all of which the holder, by acceptance hereof assents. 
  
 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: 
  
 [Corporate Seal] 
  

			
	                                 EXECUTIVE VICE PRESIDENT,
	  	 
	   CHIEF FINANCIAL OFFICER AND SECRETARY
	  	CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND REGISTERED:

  

			
	        AMERICAN STOCK TRANSFER & TRUST COMPANY
	                            (New York, New
York)
	 	 	Transfer Agent And Registrar
		
	By	 	 
		
	 	 	Authorized Signature








 Aeolus Pharmaceuticals, Inc. 
  
 THE AUTHORIZED CAPITAL STOCK OF THE AEOLUS PHARMACEUTICALS, INC. INCLUDES PREFERRED STOCK. UPON REQUEST THE CORPORATION WILL
FURNISH TO ANY STOCKHOLDER, WITHOUT CHARGE, INFORMATION IN WRITING AS TO THE NUMBER OF SUCH SHARES AUTHORIZED AND OUTSTANDING AND A COPY OF THE PORTION OF THE CERTIFICATE OF INCORPORATION OR RESOLUTIONS CONTAINING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ALL SHARES AND ANY CLASS OR SERIES THEREOF. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations: 
  

											
	 TEN COM –
	  	as tenants in common	  	UNIF GIFT MIN ACT -	  	                                 Custodian   
                                        
      
	 TEN ENT–
	  	as tenants by the entireties	  	 	  	            (Cust)
                                        
         (Minor)
	 JT TEN –
	  	as joint tenants with right of survivorship and not as tenants in common	  	 	  	under Uniform Gifts to Minors	  	 
	 	  	 	  	 	  	Act                                      
                                        
               
	 	  	 	  	 	  	                                (State)	 	 	  	 
				
	 	  	 	  	UNIF TRF MIN ACT -	  	                                 Custodian (until age
          )
	 	  	 	  	 	  	        (Cust)	 	 	  	 
	 	  	 	  	 	  	                                    
under Uniform Transfers	  	 
				
	 	  	 	  	 	  	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 Capital Stock represented by
the within Certificate, and do(es) 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
WHATEVER.


  
 Signatures Guaranteed:

  

			
	 By
	 	  


	 	 	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.