Form of Common Stock Certificate

SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP ANDTRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONFULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH OF THE COMMON STOCK OFScopus Biopharma Inc.transferable on the books of the Company in Person or by duly a uthorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the sharesrepresented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company(copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unlesscountersigned and registered by the Transfer Agent and Registrar.WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARECOMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONSSecretaryCUSIP 809171 10 1CChief Executive Officer

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they werewritten out in full according to applicable laws or regulations:TEN COMTENENTIT TEN-as tenants in common- as tenants by the entireties-as joint tenants with right ofsurvivorship and not as tenantsinoommonUNIF GIFT MIN ACT- Custodian----(CIIII) (Mmor)under Uoifonn Gifts to MinorsAct ______ _TTEE -trustee under Agreement dated ____ _(Stat.)Additional abbreviations may also be used though not in the above list.For value received, ______ hereby sell, assign and transfer untoPLEASE INSERT SOCIAL SECURITY OR OTHERIDENTIFYING NUMBER OF ASSIGNEEPLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE._____________________________________________________________ Sharesof the common stock represented by this certificate and do hereby irrevocablyconstitute and appoint _______________________ _attorney, to transfer the said stock on the books of the within-named corporation withfull power of substitution in the premises.DATED ________________________ __SIGNATURE GUARANTEED:NOTICE: The signature to this assignment must correspond with the name as w~tten uponthe face of the cer1111cate In IMIIY particular without alterallon or enlargement or anychange whatsosver.