Specimen Convertible Exchangeable Preferred Stock Certificate



 Exhibit 4.1 
  


					
	 	  	 	  	PREFERRED STOCK
	 	  	 	  	[GRAPHIC]
	 	  	 	  	 
			
	 	  	

	  	CUSIP 98389F 40 8
			
	NUMBER	  	 	  	SEE REVERSE FOR
CERTAIN DEFINITIONS
	
	 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


  
 THIS CERTIFIES THAT 

 
 is the record holder of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF      %
CONVERTIBLE EXCHANGEABLE 
 PREFERRED STOCK, PAR VALUE $0.001 PER SHARE, OF 
  
 XCYTE THERAPIES, 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 Registrar. 
  

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

					
	 Dated:
	 	 	 	 
			
	 /s/ JOANNA S. BLACK
	 	[SEAL]	 	 /s/ RONALD J. BERENSON

	 Secretary
	 	 	 	 President and Chief Executive Officer


  

			
	COUNTERSIGNED AND REGISTERED:
	 AMERICAN STOCK TRANSFER AND
 TRUST COMPANY

	Transfer Agent and Registrar,
		
	 By:
	 	 
	 	 	Authorized Signature


  









 XCYTE THERAPIES, INC. 
  
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, INCLUDING, WITHOUT
LIMITATION, A COPY OF THE CERTIFICATE OF DESIGNATIONS RELATED THERETO. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. 
  
 CONVERSION NOTICE 
  
 To:____________________________________________________________________________________________________ 
  
 The undersigned registered owner of the Preferred Stock hereby irrevocably exercises the option to convert the Preferred Stock, or the
portion hereof below designated, into shares of Common Stock in accordance with the terms of the Certificate of Designations, and directs that the shares issuable and deliverable upon such conversion, together with any shares issuable and
deliverable or check in payment of any Make-Whole Dividend Payment, if any, and any check in payment for fractional shares and any Preferred Stock representing any unconverted amount of shares hereof, be issued and delivered to the registered holder
hereof unless a different name has been indicated below. If shares or any portion of the Preferred Stock not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. 
  

							
				
	 Dated:
	 	 	 	 	 	 
	 	 	 	 	 	 	 Signature(s)


  

							
			
	 	 	 	 	 
	 Signature Guarantee
	 	 	 	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered holder.

  
 Fill in for registration of shares if
to be issued, and Preferred Stock if to be delivered, other than to and in the name of the registered holder: 
  

					
	 	 	 	  	 Number of Shares to be
 converted (if less than all):

			
	Name	 	 	  	 
	 	 	 	  	 
	Street Address	 	 	  	 Social Security or other
 Taxpayer Identification Number

			
	 	 	 	  	 
	City, State and Zip Code	 	 	  	 

  
 ASSIGNMENT

  
 For value received,
___________________________________________________ hereby sell(s), assign(s) and transfer(s) unto _________________________________________________________________________________________________________ 
  

	
	PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE
	
	 

  
 the Preferred Stock, and hereby
irrevocably constitutes and appoints____________________________________________________ ___________________________________________________________________________________________________ attorney to transfer the said Preferred Stock on the books
of the Corporation with full power of substitution in the premises. 
  
 Unless the
appropriate box below is checked, the undersigned confirms that such Preferred Stock is not being transferred to the Corporation or an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended (an
“Affiliate”). 
  

	 ̈	The transferee is an Affiliate of the Corporation 

  

	 ̈	The transferee is the Corporation 

  

									
				
	Dated:	 	 	 	 	 	 
	 	 	 	 	 	 	 Signature(s)


  

									
	 Signature Guarantee:
	 	 	 	 
	 	 	 	 	 	 	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an
approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Preferred Stock to be delivered, other than to and in the name of the registered
holder.
	NOTICE: The signature on the conversion notice, or the assignment must correspond with the name as written upon the face of the Preferred Stock in every particular without alteration
or enlargement or any change whatever.	 	 	 

  
 Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein. 
  
 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_______________

	TEN ENT-	  	as tenants by the entireties	  	 	  	         (Cust)                            
(Minor)

	JT TEN-	  	as joint tenants with	  	 	  	 under Uniform Gifts to Minors

	 	  	right of survivorship and	  	 	  	 Act ____________________________

	 	  	 not as tenants in common
	  	 	  	(State)
	 	  	 	  	UNIF TRF MIN ACT -	  	 ___________Custodian (until age_______)

	 	  	 	  	 	  	 (Cust)

	 	  	 	  	 	  	___________under Uniform Transfers to Minors
	 	  	 	  	 	  	 (Minor)

	 	  	 	  	 	  	 Act ________________________________

	 	  	 	  	 	  	(State)

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