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EXHIBIT 4.1
Number Catalytica Energy Systems, Inc. Shares
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN RESTRICTIONS
CUSIP 148884 10 9
This certifies that is the owner of
fully paid and non-assessable shares of common stock, $.0005 PAR VALUE, of
Catalytica Energy Systems, Inc.
transferable only 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.
In Witness Whereof, the Corporation has caused this certificate to be signed
with the facsimile signatures of its duly authorized officers and to be sealed
with the facsimile seal of the Corporation.
Dated:
[SEAL]
Secretary Chief Executive Officer
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
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CATALYTICA ENERGY SYSTEMS, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE TWO CLASS OF STOCK, COMMON STOCK AND
PREFERRED STOCK. THE BOARD OF DIRECTORS OF THE CORPORATION IS AUTHORIZED TO
DETERMINE OR ALTER THE POWERS, PREFERENCES AND RIGHTS AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS GRANTED TO OR IMPOSED UPON ANY WHOLLY UNISSUED
SERIES OF PREFERRED STOCK, AND WITHIN THE LIMITATIONS OR RESTRICTIONS STATED IN
ANY RESOLUTION OR RESOLUTIONS OF THE BOARD OF DIRECTORS ORIGINALLY FIXING THE
NUMBER OF SHARES CONSTITUTING ANY SERIES, TO INCREASE OR DECREASE (BUT NOT BELOW
THE NUMBER OF SHARES OF ANY SUCH SERIES THEN OUTSTANDING) THE NUMBER OF SHARES
OF ANY SUCH SERIES SUBSEQUENT TO THE ISSUE OF SHARES OF THAT SERIES, TO
DETERMINE THE DESIGNATION OF ANY SERIES AND TO FIX THE NUMBER OF SHARES OF ANY
SERIES. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS 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.
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:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIP TRF MIN ACT__________ custodian (until age ______________)
TEN ENT -as tenants by the entireties (Cust)
JT TEN -as joint tenants with right of _____________ under Uniform Transfers
survivorship and not as tenants Minors
in common to Minors Act________________________
COM PROP -as community property (State)
</TABLE>
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
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________________________________________________________________________________
(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 ________________________________
___________________________________________________________________
NOTICE: THE SIGNATURE 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:
By_________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
PURSUANT TO S.E.C. RULE 17Ad-15.
