Form of Specimen Common Stock Certificate



 Exhibit 4.9 
  

[FACE OF CERTIFICATE] 
  
 NUMBER____________________________________________________ 
  
 CG _________________________________________________________ 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  
 [LOGO] 
  
 SHARES
_____________________________________________________ 
  
  
 SEE REVERSE FOR CERTAIN DEFINITIONS 
  
  
 CUSIP 218139 20 2 
  
  
 This Certifies that ___________________________________________________________ is the record holder of 
  
 ____________________________________________________________________________________________ 
  
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF 
  
 CORAUTUS GENETICS 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 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. 
  
  
 Dated: ____________________________ 
  
  
 /sig/ _____________________________________________

  
                             CORPORATE SECRETARY 
  
 [SEAL] 
  
  
 /sig/ _____________________________________________ 
  
                         CHIEF EXECUTIVE OFFICER 
  
  
 COUNTERSIGNED AND REGISTERED:

  
 U.S. STOCK TRANSFER CORPORATION 

 
 TRANSFER AGENT AND REGISTRAR 
  
  
 BY ____________________________________________ 
  
                         AUTHORIZED SIGNATURE 







  
 [REVERSE OF CERTIFICATE]

  
 The Corporation will furnish without charge to each stockholder who so
requests 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. Such
requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT 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 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 ______________________________ 
  
  
 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 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.