Common Stock Certificate for Somaxon Pharmaceuticals, Inc.

Summary

This document is a stock certificate issued by Somaxon Pharmaceuticals, Inc., a Delaware corporation, representing ownership of fully paid and nonassessable shares of its common stock. The certificate can be transferred to another party by proper endorsement and registration with the transfer agent, American Stock Transfer & Trust Company. It includes standard legal language regarding transferability, required signatures, and instructions for assignment. The certificate is only valid when countersigned by the transfer agent and registrar.

EX-4.1 4 a12564a4exv4w1.txt EXHIBIT 4.1 Exhibit 4.1 [FACE OF CERTIFICATE] Number SP COMMON STOCK [LOGO] SOMAXON PHARMACEUTICALS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares SEE REVERSE FOR STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY CUSIP 834453 10 2 THIS CERTIFIES THAT is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE PER SHARE, OF SOMAXON PHARMACEUTICALS, INC. 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 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: /sig/ VICE PRESIDENT & CFO [SEAL] /sig/ PRESIDENT & CEO COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE [REVERSE OF CERTIFICATE] 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 - .....(Cust)..... Custodian .....(Minor)..... under Uniform Gifts to Minors Act .....(State)..... UNIF TRF MIN ACT - .....(Cust)..... Custodian (until age .....) ......(Minor)..... under Uniform Transfers 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 capital 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 X X 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 WHATSOEVER. Signature(s) 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.