exv4w1



 





Exhibit 4.1









 








 





 





RXi PHARMACEUTICALS CORP.



THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR
EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS
TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY
OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR
DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY
IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON
ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH 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

	 	UNIF GIFT MIN ACT-
	 	 
	 	Custodian
	 	 
	 

	 	 
	 	 
	 	(Cust)
	 	 
	 	(Minor)
	TEN ENT	 	–   as tenants by the entireties
	 	 	 	under Uniform Gifts to Minors Act                                         

	 	 	 	 	 	 	(State)       
        
	 
	JT TEN	 	–   as joint tenants with right of survivorship and not as tenants in common
	 	UNIF TRF MIN ACT	 	 	 	Custodian (until age ___ ) __________
	 

	 	 	 	 	(Cust)
	 	 
	 	(Minor)        
	 	 	 	 	 	 	under Uniform Transfers to Minors Act _______________
	 

	 	 	 	 	 	 	 	 	 	(State)
	 	 	Additional abbreviations may also be used though not in the above list.








	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	For value received,                                                              hereby sell, assign and transfer unto

	 	 






 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL 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:

	 	 

	 	20	 	 

	 	Signature(s) Guaranteed: Medallion Guarantee Stamp
	 
	 	 	 	 	 	 	 	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.



	Signature:	 	 
	 
	 
	 	 	 	 	 	 	 
	Signature:	 	 
	 
	 	 	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.
	 







	 	 	 
	SECURITY INSTRUCTIONS

	 	
	THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.