Exhibit
4.1


 


	
    NUMBER
	
    NUMBER

	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP 151190 105


 


Celularity Inc.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE


COMMON STOCK


 


This Certifies that


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF


 


Celularity Inc.


(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.


 


Witness the seal of the Company and the facsimile
signatures of its duly authorized officers.


 





	Chief Executive Officer	 	[Corporate Seal] Delaware	 	Chief Financial Officer
	 	 	 	 	 
	 	 	 	 	 



 






    1


     


    

 


Celularity Inc.


 


The Company will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each
class of stock 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
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
	TEN ENT	-	as tenants by the entireties	 	 	(Cust)	 
	JT TEN	-	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	(Minor)
	 	 	 	 	 	 	(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 the capital stock
represented by the within Certificate, and hereby irrevocably constitutes and appoints              


 


Attorney to transfer the said 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: 
	 
	 	 


 


	
    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 (OR ANY SUCCESSOR RULE).


 


 


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