EX-4.1




	
	 Exhibit 4.1
 













   

 
 MEVION MEDICAL SYSTEMS, 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 ARTICLES 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 -	 	 ..................................

(Cust)
	 	Custodian (until age .......................)
	 	 		  		  		 		 		 	 
	 	 		  		  		 	............... 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(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.

	  

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.
	 

  
  
  

 

			
	 




	    	 The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the
legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out
(FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.
  

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