Catalytica Energy Systems, Inc. Common Stock Certificate Specimen

Summary

This document is a specimen certificate representing shares of common stock in Catalytica Energy Systems, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, which are transferable on the company's books upon proper endorsement and registration by the transfer agent. The certificate outlines the rights and restrictions related to the stock, including the board's authority over preferred stock series. It also provides instructions for transferring ownership and requires signatures for validity.

EX-4.1 2 0002.txt STOCK SPECIMEN OF THE REGISTRANT EXHIBIT 4.1 Number Catalytica Energy Systems, Inc. Shares COMMON STOCK COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN RESTRICTIONS CUSIP 148884 10 9 This certifies that is the owner of fully paid and non-assessable shares of common stock, $.0005 PAR VALUE, of Catalytica Energy Systems, Inc. transferable only 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 unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the Corporation has caused this certificate to be signed with the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Corporation. Dated: [SEAL] Secretary Chief Executive Officer COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE CATALYTICA ENERGY SYSTEMS, INC. THE CORPORATION IS AUTHORIZED TO ISSUE TWO CLASS OF STOCK, COMMON STOCK AND PREFERRED STOCK. THE BOARD OF DIRECTORS OF THE CORPORATION IS AUTHORIZED TO DETERMINE OR ALTER THE POWERS, PREFERENCES AND RIGHTS AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS GRANTED TO OR IMPOSED UPON ANY WHOLLY UNISSUED SERIES OF PREFERRED STOCK, AND WITHIN THE LIMITATIONS OR RESTRICTIONS STATED IN ANY RESOLUTION OR RESOLUTIONS OF THE BOARD OF DIRECTORS ORIGINALLY FIXING THE NUMBER OF SHARES CONSTITUTING ANY SERIES, TO INCREASE OR DECREASE (BUT NOT BELOW THE NUMBER OF SHARES OF ANY SUCH SERIES THEN OUTSTANDING) THE NUMBER OF SHARES OF ANY SUCH SERIES SUBSEQUENT TO THE ISSUE OF SHARES OF THAT SERIES, TO DETERMINE THE DESIGNATION OF ANY SERIES AND TO FIX THE NUMBER OF SHARES OF ANY SERIES. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 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 UNIP TRF MIN ACT__________ custodian (until age ______________) TEN ENT -as tenants by the entireties (Cust) JT TEN -as joint tenants with right of _____________ under Uniform Transfers survivorship and not as tenants Minors in common to Minors Act________________________ COM PROP -as community property (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 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 ________________________________ ___________________________________________________________________ NOTICE: THE SIGNATURE 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) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION PURSUANT TO S.E.C. RULE 17Ad-15.