Specimen Common Stock Certificate of Genaera Corporation

Summary

This document is a specimen stock certificate for Genaera Corporation, incorporated in Delaware. It certifies ownership of fully paid and non-assessable shares of the company's common stock. The certificate is transferable only on the corporation's books by the holder or an authorized attorney upon proper endorsement and surrender. It is subject to the corporation's Certificate of Incorporation, By-Laws, and any amendments. The certificate must be countersigned by the transfer agent to be valid. It also outlines standard procedures for transfer and assignment of shares.

EX-4.1 4 dex41.txt SPECIMEN COPY OF STOCK CERTIFICATE NUMBER SHARES GC [LOGO OF GENAERA] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE PAR VALUE $.002 CUSIP 36867G 10 0 SEE REVERSE FOR CERTAIN DEFINITIONS THIS certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF GENAERA CORPORATION 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation, By-Laws and all Amendments thereto, to all of which the holder, by 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: [SEAL] /s/Christopher P. Schuittker /s/Roy Clifford Levitt, M.D. Secretary President and Chief Executive Officer Countersigned and Registered: STOCKTRANS, INC. 44 West Lancaster Ave, Ardmore, PA 19003 Transfer Agent and Registrar, By Authorized Signature GENAERA CORPORATION The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, 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 UNIF GIFT MIN ACT- ______ Custodian________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right Act _________________________ of survivorship and not as (State) tenants in common 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 THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OF ANY CHANGE WHATSOEVER. Signature(s) Guaranteed: ___________________________________________ THE SIGNATURE 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 174B-15.