Exhibit 4.1
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND A
STATEMENT AS TO THE RIGHTS PREFERENCES.
PRIVILEGES AND RESTRICTIONS OF SHARES
CUSIP 64124w
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE, OF
NEUROBIOLOGICAL TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof, in person or by duly authorized
attorney
authorized officers and sealed with a facsimile of its corporate seal.
Dated:
SECRETARY




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##### 



NEUROBIOLOGICAL TECHNOLOGIES, INC.
The Corporation is authorized to issue Common Stock and Preferred Stock. The Board of Directors of
the Corporation
has authority to fix the number of shares and the designation of any series of Preferred Stock and
to determine or alter
the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series
of Preferred Stock.
The Corporation will furnish to any stockholder, upon request and without charge, 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 andlor rlghts,
Insofar as the same shall
have been fixed, and of the authority of the Board of Directors to designate any preferences,
rights and limitations of
any wholly unissued series. Any such request should be directed to the Secretary of the Corporation
at its prlnclpal offlce.
The following abbrevlatlons when used In the nscrlptlon on the face of t h s certlllcate shall bc
construed as thouqh they were wrltten out in full accordlnq
to appl~cable laws or regulat~ons
TEN COM -as tenants ~n common UNIF GIFT MIN ACT- Custod~ari
TEN ENT -as tenants by the ent:retles (cust, (Mnori
JT TEN a s jolnt tenants w t h riqht of surv~vorsh~p
~inderU n~formG ~ f t sto Miriors
and not as tenants In common Act -
COM PROP-as community property
(Stat?)
UNIF TRF MIN ACT- .Custodian (unt~al ge 1
Addt~onal abbreviat~oris rnay a!so be used though not III the above 1st
For Value received
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
hereby sell, assign and.transfer untc, :.kg
4..2
(NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPtWRITTEN) %;
represented by the within certificate anddo hereby irrevocably constitute and appoint +$:n
I 52:
Attorney to transfer the said Shares oithe share register of the within-named Corporation, with %;g
full power of substitution in the premises. -0
7: r  T
Dated : 2
-
+ ,I
< h
$5
-  - 4 tn
ilSignature(s) Guaranteed:
THE S I G ~ T ~ ~ R E ~ S ~ S H O U L D ~ GBUY ~ANR EAL~IGTIBELE~ GDUA RANTOR INS-ON (BANKS STOCK
BROKERS SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
MEDALLION SIGNATURE GUARANTEE PROGRAM1 PURSUANT TO S E L RULE 17Ad 15
Thls certlflcate also evidences and ent~tlesth e holder hereof to certaln rlghts as set forth In a
RIPS Agreemen1 between
Neurob~olog~cTael chnologles, Inc and American Stock Transfer & Trust Company, as Rlghts ~ g e n t
~ s t aesd o f May 19, 2005
(the Agreement),the terms of whlch are hereby Incorporated herein by reference and a
copy;qf,wh~ch IS on flle at the
prlnclpal executive offlces of Neurob~olog~cTael chnologles, Inc Under certaln clrcumstances as set
forth in the Agreement
such Rlghts wlll be evldenced by separate certlflcates and will no longer be evldenced by th~sc
ertlflcate Neurob~olog~cal
Technologles, Inc will mall to the holder of thls certlflcate a copy of the Agreement wlthout
charge after rece~pto f a wrltten
request therefor Under certaln clrcumstances set forth In the Agreement, Rlghts Issued to, or held
by, any person who IS, was
or becomes an Acqulrlng Person or an Afflllate or Associate thereof (as deflned In the Agreement)
and certaln related persons,
whether currently held by or on behalf of such person or by any subsequent holder, may become null
and vold