EX-4.1



 Exhibit 4.1 
  

			
	COMMON STOCK	  	COMMON STOCK

 NEURONETICS, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

CUSIP 64131A 105 
 THIS CERTIFIES THAT 

Is the owner of 
 FULLY-PAID AND NON-ASSIGNABLE SHARES OF COMMON STOCK OF 
 Neuronetics, Inc. (hereafter called the “Company”),
transferable on the books of the Company in person or by duly authorized attorney, upon surrender of the Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
 Witness the
facsimile seal of the Company and facsimile signatures of its duly authorized officers. 
  

			
	
                          
                  
 Chief Executive Officer
	  	DATED DD-MM-YYYY        

 ***SEAL OF THE COMPANY*** 

 

	
	 COUNTERSIGNED AND 
 REGISTERED
AMERICAN
 STOCK TRANSFER AND
 TRUST COMPANY,
N.A.
 TRANSFER AGENT AND
 REGISTRAR



  

									
	
                          
                  
 Secretary
	 		 		 		  	
By:                         
                   

Authorized Signatory









 NEURONETICS, INC. 

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 CERTIFICATE 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)

	 	  	                          
  under Uniform Transfers to Minors Act
	 	  	                          
  (Minor) (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 Company with full power of substitution in the premises. 

 

			
	 Dated: 20
  

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.
	  	
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.

		  	
		  	 The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after
January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a
cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis.

 
 If you do not keep in contact with the issuer or do not have any activity in your
account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.