Exhibit 4.1


 


	
  NUMBER

   

  PMI

  	
  

  	
    Power Medical

    Interventions®

  	
  SHARES

  



 


	
  POWER MEDICAL INTERVENTIONS, INC.

  
	
   

  
	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  CUSIP
  739299 10 5

  COMMON STOCK

   

  



 


	
  THIS
  CERTIFIES THAT

  	
   

  	
  SEE
  REVERSE FOR   

  
	
   

  	
   

  	
  CERTAIN
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  is the
  owner of

  	
   

  	
   

  



 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
PAR VALUE OF $0.001 EACH, OF


POWER MEDICAL INTERVENTIONS, INC.


 


transferable on the books of
the Corporation by the holder hereof, in person or by duly authorized attorney,
upon surrender of this Certificate properly endorsed. This Certificate is not
valid until countersigned and registered by the Transfer Agent and Registrar.


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


 


Dated:


 


	
  

  	
  POWER MEDICAL INTERVENTIONS, INC.

  CORPORATE

  SEAL

  2003

  DELAWARE

  	
  

  
	
  SECRETARY

  	
  CHIEF
  EXECUTIVE OFFICER

  



© SECURITY-COLUMBIAN     UNITED
STATES BANKNOTE CORPORATION


 


	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
  CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
  TRANSFER
  AGENT AND REGISTRAR

  
	
   

  	
  BY:

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED
  OFFICER

  



 


© S.C.B.Co.


 




	
  AMERICAN BANK NOTE COMPANY

  	
  PRODUCTION
  COORDINATOR: DENISE LITTLE 931-490-1706

  
	
  711 ARMSTRONG LANE

  	
  PROOF
  OF: SEPTEMBER 18, 2007

  
	
  COLUMBIA, TENNESSEE 38401

  	
  POWER MEDICAL INTERVENTIONS, INC.

  
	
  (931) 388-3003

  	
  TSB 28199 FC

  
	
  SALES:
  CHARLES SHARKEY 302-731-7088

  	
  OPERATOR:
  AP

  
	
  7
  / LIVE JOBS / P / Power 28199 FC

  	
  NEW

  






 


COLORS
SELECTED FOR PRINTING: Logo is tiff file and prints PMS 300. Intaglio prints
in SC-7 dark blue.


 


COLOR: This
proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on
the final product. However, it is not an exact color rendition, and the final
printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink. 


 


PLEASE
INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:        OK
AS IS       OK WITH CHANGES
        MAKE CHANGES AND SEND ANOTHER
PROOF


 

















 


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)

  	
  (Minor)

  
	
    JT TEN

  	
  — 

  	
  as joint tenants with right of survivorship and

  	
   

  	
   

  	
  under Uniform Gifts to Minors 

  
	
   

  	
   

  	
  not as tenants in common

  	
   

  	
   

  	
  Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
    TOD

  	
  — 

  	
  transfer on death direction in event of owner’s 

  	
   

  	
  UNIF TRF MIN ACT —

  	
  Custodian (until age                )

  
	
   

  	
   

  	
  death, to person named on face and subject to

  	
   

  	
   

  	
  (Cust)

  
	
   

  	
   

  	
  TOD rules referenced

  	
   

  	
   

  	
  under Uniform Transfers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  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
  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.

  
				



 


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.

  	
   

  



 


 


 


	
  AMERICAN BANK NOTE COMPANY

  	
  PRODUCTION COORDINATOR: DENISE LITTLE 931-490-1706

  
	
  711 ARMSTRONG LANE

  	
  PROOF OF: SEPTEMBER 18, 2007

  
	
  COLUMBIA, TENNESSEE 38401

  	
  POWER MEDICAL INTERVENTIONS, INC.

  
	
  (931) 388-3003

  	
  TSB 28199 BK

  
	
  SALES: CHARLES SHARKEY
  302-731-7088

  	
  OPERATOR: AP

  
	
  7 / LIVE JOBS / P / Power 28199 BK

  	
  NEW

  



 


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THIS PROOF:    OK AS IS    OK WITH
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