EXHIBIT 4.1


 


	NUMBER	[___] SHARES
	[___]	 SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP [____]
	 	 


 


TEMPO AUTOMATION HOLDINGS, 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 COMMON STOCK, PAR VALUE OF
$0.0001 PER SHARE, OF


 


TEMPO AUTOMATION HOLDINGS, 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.


 


	Secretary	 	
    [Corporate Seal]

    Delaware
	 	Chief Executive Officer
	 	 	 
	
 

	 	 	 	
 




 






     


     


    

 


TEMPO AUTOMATION HOLDINGS, 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 of common stock represented hereby are issued and shall be held subject to all the provisions of the Company’s 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
	 	 	 
	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)	 


 


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 does hereby irrevocably constitute and appoint

     

	Attorney to transfer the said shares 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).