Exhibit 4.9


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS.  SEE REVERSE SIDE.


 





 


REFOCUS GROUP, INC.


ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE


SERIES A-1 CONVERTIBLE PREFERRED STOCK


Par Value $0.0001 per Share


 


 


This Certifies that                                                                                                                                                                  is the registered holder of                                                                 SPECIMEN                                                                                 Shares


 


of
Series A-1 Convertible Preferred Stock of Refocus Group, Inc.


 


transferable only on the books of the
Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.


 


In Witness Whereof, the said Corporation has
caused this Certificate to be signed by its duly authorised officers and its
Corporate Seal to be hereunto affixed
this                   day
of                                       A.D.
             


 


 


	
  /s/ Terence A. Walts

  	
   

  	
  /s/ Mark A. Cox

  
	
  Terence A. Walts, President

  	
   

  	
  Mark A. Cox, Secretary

  



 





















 


The securities represented hereby have not
been registered under the Securities Act of 1933, as amended (the “Act”), or
under the securities laws of certain states. these securities are subject to
restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Act and the applicable state securities laws, pursuant
to registration or exemption therefrom. 
The issuer of these securities may require an opinion of counsel (which
may be counsel for the Company) in form and substance satisfactory to the
issuer to the effect that any proposed transfer or resale is in compliance with
the Act and any applicable state securities laws.


 


Upon written request to the company at the
company’s principal place of business, the company will furnish to the record
holder of this certificate, without charge, a full statement of the powers,
designations, preferences and relative, participating, option or other special
rights of each class of stock or series thereof which the company is authorized
to issue and the qualifications, limitations or restrictions of such
preferences and/or rights.


 


 


CERTIFICATE


 


FOR


 


SHARES


 





 


OF THE 


 


Series A-1 Convertible Preferred Stock


of 


Refocus Group, Inc.


 


 


ISSUED TO


 


SPECIMEN


 


 


DATED
                           


 


 


For Value Received,                    
hereby sell, assign and transfer unto                                                                                                 
Shares of the Capital 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

  	
   

  	
  .

  	
   

  
	
   

  	
  In presence of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


NOTICE: THE SIGNATURE OF 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.