exv4w1



 





Exhibit 4.1




			
	 	 	 
	NUMBER
	 	SHARES






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	INCORPORATED UNDER THE LAWS OF THE STATE
	 	CUSIP ___
	 

	 	OF WISCONSIN
	 	See Reverse for Certain Definitions











TOMOTHERAPY INCORPORATED



THIS CERTIFIES THAT



is the record holder of




Fully Paid and Non-Assessable Shares of Common Stock,

0.001 Par Value Per Share of

TOMOTHERAPY INCORPORATED




	 	 	 
	 

	 	transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered
by the Registrar.
	 
	 	 
	[SEAL]

	 	WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
	 

	 	Dated:






	 	 	 	 	 	 	 
	 

	 	 	 	COUNTERSIGNED AND REGISTERED:	 	 
	 

	 	 	 	WELLS FARGO BANK, N.A.	 	 
	 

	 	 	 	 	 	TRANSFER AGENT AND REGISTRAR
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	AUTHORIZED SIGNATURE
	 

	 	/s/ Shawn D. Guse
	 	/s/ Frederick A. Robertson, M.D.	 	 
	 

	 	Secretary
	 	Chief Executive Officer	 	 






 









 






TOMOTHERAPY INCORPORATED




     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
	 
	 	 	 	 
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right
of survivorship and not as
tenants in common









	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)
	 	 	under Uniform Gifts to Minors Act

	 
	 	 	 	 	 	 
	 	 	 
	 	 	(State)

	UNIF TRF MIN ACT —

	 	 	 	Custodian (until age ___)	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)
	 	 	under Uniform Transfers to Minors Act

	 
	 	 	 	 	 	 
	 	 	 
	 	 	(State)












Additional abbreviations may also be used though not in the above list.




     For Value Received,                                                    
          hereby sell, assign and transfer unto



	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 
	 	 
	 


	 	 
	 


	 	 





 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



 



 




	 	 	 
	 

	 	Shares
	of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint
	 	 






	 	 	 
	 

	 	Attorney
	 	 
	 
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
	 	 






	 	 	 	 	 
	Dated

	 	 
	 	 






	 	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





SIGNATURES GUARANTEED:




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 
	 	 
	 

	 	THE SIGNATURE(S) MUST 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.