Specimen Common Stock Certificate for NeurogesX, Inc.
This document is a specimen stock certificate for NeurogesX, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of common stock, which are transferable on the company's books upon proper endorsement and surrender of the certificate. The certificate must be countersigned by Wells Fargo Bank, N.A., as transfer agent and registrar, to be valid. It also outlines that further information about the rights and preferences of the stock can be obtained from the company upon request.
Exhibit 4.1
PROOF
NUMBER
NGSX 001
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
NEUROGESX
NEUROGESX, INC.
SHARES
CUSIP 641252 10 1
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF
NEUROGESX, INC.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
WELLS FARGO BANK, N.A.
Transfer Agent and Registrar
By:
Authorized Signature
DATED:
CHIEF FINANCIAL OFFICER
NEUROGESX, INC.
INCORPORATED
DELAWARE
JANUARY 9, 2007
SECRETARY AND PRESIDENT AND CHIEF EXECUTIVE OFFICER
PROOF
NEUROGESX, INC.
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 as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request an without charge from the Secretary of the Corporation at the principal office of the 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
TEN ENT – as tenants by the entireties
JT TEN – 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)
UNIF TRF MIN ACT– Custodian (until age ________ )
(Cust)
under Uniform Transfers
(Minor)
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 ZIP CODE, OF ASSIGNEE)
Shares
of the Common Stock represented by the within Certificate, and do(es) 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(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.
SIGNATURES GUARANTEED:
By
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.
