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<S> <C> <C>
NUMBER [GENAISSANCE PHARMACEUTICALS, INC. LOGO] SHARES
COMMON STOCK GENAISSANCE PHARMACEUTICALS, INC. SEE REVERSE FOR
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 36867W 10 5
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This Certifies that
is the owner of
FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF
GENAISSANCE PHARMACEUTICALS, INC.
(hereinafter called the "Corporation"), 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 under and subject to the laws of the State of
Delaware and to the Amended and Restated Certificate of Incorporation and the
By-Laws of the Corporation, all as amended from time to time, to which the
holder of this certificate by acceptance hereof assents.
This certificate is not valid until countersigned and registered by the
Transfer Agent Registrar. WITNESS the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.
Dated:
SEAL
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TREASURER PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
BY_____________________________________________________
AUTHORIZED SIGNATURE
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GENAISSANCE PHARMACEUTICALS, INC.
The Corporation is authorized to issue more than one class or series of
stock. Upon written request, the Corporation will furnish without charge to any
stockholder 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:
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
Apt_______________________________________
(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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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____________________________________________________________________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 _________________________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
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:
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THE SIGNATURE SHOULD 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.
