EXHIBIT 4.1 FORM OF COMMON STOCK CERTIFICATE NUMBER SHARES STIRLING ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

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EXHIBIT 4.1
FORM OF COMMON STOCK CERTIFICATE


NUMBER
SHARES
STIRLING ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 CUSIP ________

THIS CERTIFIES THAT:

IS THE OWNER OF:

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE OF
STIRLING ACQUISITION CORPORATION

(HEREINAFTER CALLED THE “CORPORATION”), TRANSFERABLE UPON 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 AND THE SHARES REPRESENTED HEREBY ARE ISSUED UNDER AND SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE CORPORATION (COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE TRANSFER AGENT OF THE CORPORATION), TO ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREOF ASSENTS.

WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

DATED:

 
/S/ SALLY FONNER
[SEAL]
/S/ RACHEL A. FEFER
 
PRESIDENT
  
SECRETARY
 
 
 
 

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
under uniform gifts to minors
  
   
survivorship and not as tenants act
_______________
  
   
in common
(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 ____________________


______________________________________________________________
NOTICE: THE SIGNATURE 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.