EX-4.1 SPECIMEN CERTIFICATE

EX-4.1 6 b49788a2exv4w1.txt EX-4.1 SPECIMEN CERTIFICATE Exhibit 4.1 CRITICAL THERAPEUTICS, INC. CUSIP 22674T 10 5 INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS OF THE SATE OF DELAWARE THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF CRITICAL THERAPEUTICS, INC. (herein called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to the laws of the State of Delaware and all of the provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Corporation, as amended from time to time, to which the holder by the acceptance hereof assents. This Certificate is not valid unless 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: /s/ Trevor Phillips /s/ Paul Rubin Chief Operating Officer and Secretary President and Chief Executive Officer [STATE SEAL] Countersigned and Registered: MELLON INVESTOR SERVICES LLC Transfer Agent and Registrar By Authorized Signature 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 JT WROS - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- ____________ Custodian ______________ (Cust) (Minor) under Uniform Gifts 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 postal zip code of assignee ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________ Shares of Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint_____________________________________________________________________ ________________________________________________________________________________ Attorney to transfer the said shares on the books of the 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. Signature(s) Guaranteed: ___________________________________________________________________ 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. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.