EX-4.1



 







    Exhibit 4.1



 




    [Form of
    Subscription Rights Certificate]




    [Face]



		
	          No.
    	    Rights    



 







		
	      	      








 



    THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
    THE COMPANY’S PROSPECTUS DATED JULY 17, 2007 (THE
    “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
    REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
    FROM REGISTRAR AND TRANSFER COMPANY, THE RIGHTS AGENT.








 




    CORNING
    NATURAL GAS CORPORATION

    (Incorporated
    under the laws of the State of New York)
    



 




    SUBSCRIPTION
    RIGHTS CERTIFICATE








 




    Evidencing
    Subscription Rights to Purchase Investment Units Consisting of
    One Share of

    Common Stock and One Warrant to Purchase 0.7 Shares of Common
    Stock of

    Corning Natural Gas Corporation

    Subscription Price: $16.00 per Unit
    













 




    THE
    SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
    5:00 P.M.,

    NEW YORK CITY TIME, ON AUGUST 17, 2007, UNLESS EXTENDED BY
    THE COMPANY.
    








 



    THIS CERTIFIES THAT the registered owner whose name is inscribed
    hereon is the owner of the number of subscription rights
    (“Rights”) set forth on the face of this certificate.
    Each whole Right entitles the holder thereof, or its assigns, to
    subscribe for and purchase one investment unit (a
    “Unit”), consisting of one share of common stock, with
    a par value of $5.00 per share, of Corning Natural Gas
    Corporation, a New York corporation (the “Common
    Stock”), and one warrant to purchase 0.7 shares of
    Common Stock, at a subscription price of $16.00 per Unit
    (the “Basic Subscription Privilege”), pursuant to a
    rights offering (the “Rights Offering”), on the terms
    and subject to the conditions set forth in the Prospectus and
    the “Instructions as to the Use of Corning Natural Gas
    Corporation Subscription Rights Certificates” accompanying
    this Subscription Rights Certificate. If any Units available for
    purchase in the Rights Offering are not purchased by other
    holders of Rights pursuant to the exercise of their Basic
    Subscription Privilege (the “Excess Units”), any
    Rights holder that exercises its Basic Subscription Privilege in
    full may subscribe for a number of Excess Units pursuant to the
    terms and conditions of the Rights Offering, subject to
    proration, as described in the Prospectus (the
    “Over-Subscription Privilege”). The Rights represented
    by this Subscription Rights Certificate may be exercised by
    completing the Form of Election to Purchase on the reverse side
    hereof and by returning the full payment of the subscription
    price for each Unit in accordance with the “Instructions as
    to the Use of Corning Natural Gas Corporation Subscription
    Rights Certificates” that accompanies this Subscription
    Rights Certificate. The Rights evidenced by this Subscription
    Rights Certificate may also be transferred or sold by completing
    the Assignment Form on the reverse side hereof in accordance
    with the “Instructions as to the Use of Corning Natural Gas
    Corporation Subscription Rights Certificates” that
    accompanies this Subscription Rights Certificate.



 



    Transferable on the books of Corning Natural Gas Corporation in
    person or by duly authorized attorney upon surrender of this
    Subscription Rights Certificate properly endorsed. This
    Subscription Rights Certificate is not valid unless
    countersigned by the Transfer Agent and registered by the
    Registrar.



 



    WITNESS the facsimile signatures of two duly authorized officers
    of Corning Natural Gas Corporation.



 


	 	 	 
	

    DATED: ­
    ­
    


	
 
	
    CORNING NATURAL GAS CORPORATION
    

	
 
	
 
	
 

	

    ATTEST: ­
    ­
    


	
 
	

    BY:     


    


    





















 







    [Form of
    Subscription Rights Certificate]




    [Reverse]



 




    CORNING
    NATURAL GAS CORPORATION
    








 




    RIGHTS
    CUSIP: 219381 118
    













 



    This Rights Certificate must be received by the Subscription
    Agent, together with payment in full, by 5:00 p.m., New
    York City time, on August 17, 2007. Failure to submit this
    Rights Certificate to the Subscription Agent by that time or to
    comply with the guaranteed delivery procedures described in the
    Prospectus will result in a forfeiture of your Rights. Any
    subscription for Units in this rights offering is irrevocable.








 



    Complete the Form of Election to Purchase or the Assignment
    Form, as applicable. Any improperly completed or unexecuted
    rights certificate for Units may cause the Subscription Agent in
    its sole discretion to reject such rights certificate. If you
    have any questions, contact the Subscription Agent at (800)
    368-5948.



 



    REGISTRAR AND TRANSFER COMPANY,




    Subscription Agent



 



    By Mail, Hand or Overnight Courier




    Registrar and Transfer Company




    10 Commerce Drive




    Cranford, NJ 07016



 



    Attn: Reorganization Department



 



    Delivery other than in the manner or to the addresses listed
    above will not constitute valid delivery.




    

    2








 







    ASSIGNMENT
    FORM

    (To
    be executed by the registered holder if such holder desires to
    sell or

    transfer to designated transferee through bank or broker)
    



 



    FOR VALUE RECEIVED,
    ­
    ­
    hereby sells, assigns and transfers unto:



 



    SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
    ASSIGNEE: ­
    ­



 



    Name: ­
    ­



 



    Address: ­
    ­



 



    the Rights evidenced hereby, and does hereby irrevocably
    constitute and
    appoint ­
    ­ attorney
    to transfer those Rights on the books of the Company, with full
    power of substitution in the premises.



 



    Dated: ­
    ­,
    2007



 





 





 



    NOTICE: The signatures to this assignment must
    correspond to the names as written upon the face of this Rights
    Certificate in every particular, without alteration or
    enlargement or any change whatsoever.



 



    Signatures Guaranteed:



 



    By: ­
    ­



 



     The signature(s) should be guaranteed by an eligible guarantor
    institution (bank, stock broker, savings and loan association or
    credit union) with membership in an approved signature guarantee
    medallion program pursuant to Securities and Exchange Commission
    Rule 17Ad-15.




    

    3








 







    FORM OF
    ELECTION TO PURCHASE








 



    PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. The registered
    holder of this Rights Certificate is entitled to exercise the
    number of Rights shown in the upper right hand corner of this
    form and may subscribe for additional Units upon the terms and
    conditions specified in the Prospectus.








 



    The undersigned hereby notifies the Subscription Agent of its
    irrevocable election to subscribe for Units in the following
    amounts:



 



    To subscribe for Units pursuant to your Basic Subscription
    Privilege, please complete lines (a) and (c) and sign
    below. To subscribe for Units pursuant to your Over-Subscription
    Privilege, please also complete line (b).



 



    (a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:



 



    I apply
    for ­
    ­ (No.
    of Units) x $16.00 (Subscription Price) =
    $ ­
    ­ (Payment)



 



    (b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:



 



    If you have exercised your Basic Subscription Privilege in full
    and wish to subscribe for additional Units pursuant to your
    Over-Subscription Privilege:



 



    I apply
    for ­
    ­ (No.
    of Units) x $16.00 (Subscription Price) =
    $ ­
    ­ (Payment)



 



    (c) Total Amount of Payment Enclosed $
    ­
    ­



 


	 	 	 
	
    METHOD OF PAYMENT (CHECK ONE):

    

    o Check or bank draft
    drawn on a U.S. bank, or postal, telegraphic or express
    money order payable to “Registrar and Transfer Company as
    Subscription Agent.” Funds paid by an uncertified check may
    take at least five business days to clear.

    

    o Wire transfer of
    immediately available funds directly to the account maintained
    by Registrar and Transfer Company, as Subscription Agent for
    purposes of accepting subscriptions in this Rights Offering at
    
	
 
	
    DELIVERY TO DIFFERENT ADDRESS If
    you wish for the shares of Common Stock and warrants comprising
    the Units underlying your subscription right or a certificate
    representing unexercised subscription rights to be delivered to
    an address different from that shown on the face of this
    Subscription Rights Certificate, please enter the alternate
    address below.

    

    


    


    

    









 



    Commerce Bank

    6000 Atrium Way

    Mt. Laurel, NJ 08054




    A/C #2759952787




    ABA #031201360




    REF: Corning Natural Gas Corporation Subscription offer



 



    TO SUBSCRIBE: I acknowledge that I have received the Prospectus
    for this Rights Offering and I hereby irrevocably subscribe for
    the number of Units indicated above on the terms and conditions
    specified in the Prospectus.



 






    Signature of subscriber



 



    FOR INSTRUCTIONS ON THE USE OF CORNING NATURAL GAS
    CORPORATION SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT REGISTRAR
    AND TRANSFER COMPANY, THE SUBSCRIPTION AGENT, AT (800) 368-5948




    

    4