Exhibit 4.1


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AUTHORIZED:
100,000,000 COMMON SHARES, $0.0001 PAR VALUE PER SHARE This Certifies That is the owner of Fully Paid and Non-Assessable Common
Stock, $0.0001 Par Value of MOVING iMAGE TECHNOLOGIES, INC. transferable on the books of this Corporation in person or by attorney
upon surrender of this Certificate duly endorsed or assigned. This Certificate and the shares represented hereby are subject to
the laws of the State of Delaware, and to the Certificate of Incorporation and the Bylaws of the Corporation, as now or hereafter
amended. This Certificate is not valid until countersigned by the Transfer Agent. IN WITNESS WHEREOF, the Corporation has caused
this Certificate to be signed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile
seal of the Corporation. Dated: PRESIDENT SECRETARY Countersigned: CORPORATE STOCK TRANSFER, INC. 3200 Cherry Creek South Drive,
Suite 430 Denver, CO 80209 By ______________________________________ Transfer Agent and Registrar Authorized Officer MOVING iMAGE
TECHNOLOGIES, INC. CORPORATE DELAWARE 001 CUSIP 62464R 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS









     


     


    




MOVING iMAGE TECHNOLOGIES, INC. CORPORATE STOCK TRANSFER, INC. TRANSFER
FEE: AS REQUIRED 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 UNIF GIFT MIN ACT - ____________ Custodian ____________ JT TEN - as joint tenants with right (Cust)
(Minor) of survivorship and not as under Uniform Gifts to Minors tenants in common Act _________________________________ (State)
Additional abbreviations may also be used though not in the above list. _______________________________________________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE FOR VALUE RECEIVED,__________________________________________________________hereby
sell, assign and transfer unto ___________________________________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL 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:___________________20________,
Signature: X___________________________________________________________ Signature(s) Guaranteed: Signature: X___________________________________________________________
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. 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.