Specimen Common Stock Certificate for Memory Pharmaceuticals Corp.

Summary

This document is a specimen certificate representing shares of common stock in Memory Pharmaceuticals Corp., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, which can be transferred by the holder or their authorized agent upon proper endorsement and registration. The certificate is subject to the company's Restated Certificate of Incorporation and must be countersigned by the transfer agent to be valid. It also outlines procedures for transfer, assignment, and replacement if lost or destroyed.

EX-4.1 7 y92465a2exv4w1.txt SPECIMEN CERTIFICATE Exhibit 4.1 COMMON STOCK COMMON STOCK NUMBER SHARES MEM MEMORY PHARMACEUTICALS CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 58606R 40 3 THIS IS TO CERTIFY THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF MEMORY PHARMACEUTICALS CORP. transferable 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 Restated Certificate of Incorporation of the Corporation and all amendments thereof to all of 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/ Dennis M. Keane /s/ Axel J. Unterbeck SECRETARY PRESIDENT [MEMORY PHARMACEUTICALS CORP. CORPORATE SEAL 2000 DELAWARE] COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE MEMORY PHARMACEUTICALS CORP. 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 under Uniform Gifts to entireties Minors Act JT TEN -- as joint tenants --------------------- with right of (State) survivorship and not as 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 Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint - ----------------------------------------------------------------------- Attorney to transfer the said shares of Common Stock on the books of the Corporation with full power of substitution in the premises. Dated ----------------------------- ----------------------------------------------------------- NOTICE: THE SIGNATURE(S) 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: - ------------------------------------ THE SIGNATURE(S) MUST 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.