Form of Common Stock Certificate for Xcel Pharmaceuticals, Inc.

Summary

This document is a template for a stock certificate issued by Xcel Pharmaceuticals, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of the company's common stock. The certificate is transferable by the holder or an authorized attorney upon proper endorsement and must be registered by the transfer agent, Mellon Investor Services LLC. The certificate also references the rights and restrictions of the shares, which are available upon request from the company. It includes standard legal language for stock transfers and signature guarantees.

EX-4.1 4 dex41.txt FORM OF STOCK CERTIFICATE EXHIBIT 4.1 FORM OF STOCK CERTIFICATE NUMBER COMMON STOCK CS SHARES THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR CERTAIN DESIGNATIONS AND A IN RIDGEFIELD PARK, NJ OR NEW YORK, NY STATEMENT AS TO THE RIGHTS, PREFERENCES PRIVILEGES AND RESTRICTIONS OF SHARES Xcel Pharmaceuticals, Inc. CUSIP 98389M 10 6 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF

Xcel 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 until countersigned and registered by the Transfer Agent and Registrar. COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR BY _____________________ AUTHORIZED SIGNATURE WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: Xcel Pharmaceuticals, Inc. Corporate Seal - --------------------------------- ------------------------------ SECRETARY PRESIDENT 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 and 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: UNIF GIFT MIN ACT--_______________Custodian_______________ (CUST) (Minor) under Uniform Gifts to Minors TEN COM - as tenants in common Act____________________________________ TEN ENT - as tenants by the entireties (State) JT TEN - as joint tenants with right of survivorship and not as tenants UNIF TRF MIN ACT--_________________Custodian (until age___) in common (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 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 ____________________ ______________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST NOTICE: 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 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.