Exhibit 4.1


 




	
  

  	
  

  	
  

  
	
   

  	
  COMMON
  SHARES

  	
  

  	
  COMMON SHARES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THIS CERTIFICATE IS 

  	
   

  	
   

  
	
   

  	
  TRANSFERABLE IN THE

  	
   

  	
   

  
	
  WH00460

  	
   

  	
  CITY OF TORONTO,

  	
   

  	
   

  	
  SPECIMEN

  
	
  NUMBER

  	
   

  	
  ONTARIO OR NEW YORK,

  	
   

  	
   

  	
  SHARES

  
	
  

  	
   

  	
  NEW YORK

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INCORPORATED UNDER THE

  	
  SEE REVERSE FOR 

  	
   

  
	
   

  	
  LAWS OF CANADA

  	
  CERTAIN DEFINITIONS

  	
   

  
	
   

  	
  OF
  ONTARIO

  	
   

  
	
   

  	
   

  	
   

  	
  CUSIP 980905 20 2

  	
   

  
	
   

  	
  WORLD HEART CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THIS
  CERTIFIES THAT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SPECIMEN

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SPECIMEN

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  is
  the owner of

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FULLY
  PAID AND NON-ASSESSABLE COMMON SHARES, WITHOUT NOMINAL OR PAR VALUE, OF

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLD HEART CORPORATION

  	
   

  
	
   

  	
  transferable
  on the books of the Corporation by the holder hereof in person or by duly
  authorized attorney, upon surrender of this Certificate duly endorsed. Holders
  may surrender this Certificate to the Transfer Agent and Registrar in Toronto
  or the Co-Transfer Agent and Co-Registrar, in New York.

  	
   

  
	
   

  	
  In Witness Whereof, the Corporation has caused
  this Certificate to be signed in facsimile by its duly authorized officers
  and a facsimile of its corporate seal to be affixed.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  SPECIMEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
  CHASE MELLON SHAREHOLDER

  	
   

  	
  

  	
   

  
	
   

  	
  CIBC MELLON TRUST COMPANY

  	
   

  	
  SERVICES LLC

  	
   

  	
  CHAIRMAN

  	
   

  
	
   

  	
  Transfer Agent and Registrar

  	
   

  	
  Co-Transfer Agent and Co-Registrar

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  	
  BY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  

   

  	
   

  
	
   

  	
  AUTHORIZED OFFICER

  	
   

  	
  AUTHORIZED OFFICER

  	
   

  	
  SECRETARY

  	
   

  
															






 

















 


THE CLASS
OF SHARES THAT THIS CERTIFICATE REPRESENTS HAS RIGHTS, PRIVILEGES,
RESTRICTIONS AND CONDITIONS ATTACHED THERETO AND THE CORPORATION WILL FURNISH
TO A SHAREHOLDER, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE TEXT OF (i)
THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO EACH CLASS
AUTHORIZED TO BE ISSUED AND TO EACH SERIES INSOFAR AS THE SAME HAVE BEEN FIXED
BY THE DIRECTORS, AND (ii) THE AUTHORITY OF THE DIRECTORS TO FIX THE RIGHTS,
PRIVILEGES, RESTRICTIONS AND CONDITIONS OF SUBSEQUENT SERIES.


 


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 

  	
   

  	
  UNIF TRAN MIN ACT                         

  	
  Custodian                 

  
	
  TEN ENT

  	
  —

  	
  as tenants by the entireties 

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as joint tenants with right of

  	
   

  	
  under
  Uniform Transfers to Minors Act

  
	
   

  	
   

  	
  survivorship and not as
  tenants in common

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  UNIF GIFT MIN ACT                      

  	
  Custodian               

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)              

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
  under
  Uniform Gifts 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)

  
	
   

  
	
   

  
	
   

  	
  Common Shares

  
	
  of the Corporation 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 as written upon the face of this 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 (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.