[HELICOS BIOSCIENCES LOGO] HELICOS BIOSCIENCES CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

EX-4.1 6 a2177490zex-4_1.htm EXHIBIT 4.1

Exhibit 4.1

[FACE OF CERTIFICATE]

COMMON STOCK

PAR VALUE $0.0001

NUMBER

[HELICOS BIOSCIENCES LOGO]

HELICOS BIOSCIENCES CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 42326R 109

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

Helicos BioSciences Corporation (hereinafter called the “Company”), transferable on the books of the Company 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 subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, 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 unless countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

Dated:

/s/ Stanley N. Lapidus		COUNTERSIGNED AND REGISTERED:
PRESIDENT		COMPUTERSHARE TRUST COMPANY, N.A.
	[SEAL]	TRANSFER AGENT AND REGISTRAR
/s/ Louise A. Mawhinney
TREASURER
		AUTHORIZED OFFICER

[REVERSE OF CERTIFICATE]

HELICOS BIOSCIENCES CORPORATION

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		under Uniform Gifts to Minors
	of survivorship and not as		Act
	tenants in common			(State)

Additional abbreviations may also be used though not in the above list.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

For value received, the undersigned hereby sells, assigns and transfers 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 does hereby irrevocably constitute and appoint
		Attorney to transfer
the said stock on the books of the within named Company 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.