EX-4.1



 







    Exhibit 4.1



 



    THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
    THE COMPANY’S PROSPECTUS DATED [
    _
    _],
    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 One Share 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 <expiration date>, 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 below. 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 $0.10 per
    share, of Corning Natural Gas Corporation, a New York
    corporation (the “Common Stock”), and one warrant to
    purchase one share 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 accompanying Form of Election to Purchase 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
    attached Assignment Form 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: [
    _
    _],
    2007



 



    COUNTERSIGNED AND REGISTERED:



 



    REGISTRAR AND TRANSFER COMPANY,




    as Transfer Agent and Registrar



 


			
	    By: 
	
        

	 







    Authorized Signatory



 



    CORNING NATURAL GAS CORPORATION



 






    By: Michael I. German




    Its: President and Chief Executive Officer



 






    By: Firouzeh Sarhangi




    Its: Chief Financial Officer




    

    2








 






    Certificate No.:
                   



 



    Number of Rights:
              



 




    CORNING
    NATURAL GAS CORPORATION
    



 




    [RIGHTS
    CUSIP:
              ]
    



 



    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 <expiration date>. 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
    [          ].



 



    REGISTRAR AND TRANSFER COMPANY,




    Subscription Agent



 



    By mail:




    <address>



 



    By hand or overnight courier:




    <address>



 



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




    

    3








 







    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:



 



    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.



 



    SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
    ASSIGNEE: _
    _



 



    Dated: _
    _,
    2007



 



    Signature Guaranteed:



 



    Signature: _
    _



 




    NOTICE



 



    The signature to the foregoing assignment must correspond to the
    name as written upon the face of this Rights Certificate in
    every particular, without alteration or enlargement or any
    change whatsoever.



 



    IMPORTANT: 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.




    

    4








 






    Certificate
    No.: _
    _



 



    Number of
    Rights: _
    _



 




    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 left 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.

    

    


    


    

    









 



    <address>




    A/C #[
    _
    _]




    ABA #[
    _
    _]




    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 [
    _
    _].




    

    5