**Exhibit 4.9**

 

*THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TORESTRICTIONS.  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 theCorporation by the holder hereof in person or by Attorney upon surrender ofthis Certificate properly endorsed.***

 

**In Witness Whereof**,***the said Corporation hascaused this Certificate to be signed by its duly authorised officers and itsCorporate Seal to be hereunto affixedthis                   dayof                                       A.D.             ***

* *

* *
| /s/ Terence A. Walts            |       | /s/ Mark A. Cox            |
|---------------------------------|------------|----------------------------|
| **Terence A. Walts, President** | ** ** | **Mark A. Cox, Secretary** |

 

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

 

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

 

 

**CERTIFICATE**

** **

**FOR**

** **

**SHARES**

 

 

O**F 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 dohereby irrevocably constitute and appoint                                                                                                  Attorney to transfer the said Stock on the books of the within namedCorporation with full power of substitution in the premises.***

*** ***
| ***Dated***  | *** ***         | ***.***      | *** *** |
|--------------|----------------------|--------------|--------------|
| *** *** | ***In presence of*** | *** *** | *** *** |
| * *     | * *             | * *     | * *     | * * |
| * *     | * *             | * *     | * *     | * * |
| * *     | * *             | * *     | * *     | * * |

 

*NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMEAS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUTALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.*

 

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