EX-4.1 2 0002.txt SPECIMEN CERTIFICATE EXHIBIT 4.1 NUMBER SHARES 0S_______ _______ SEE REVERSE FOR CERTAIN DEFINITIONS AND INCORPORATED UNDER THE LAWS OF STATEMENTS THE STATE OF DELAWARE RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY ORASURE TECHNOLOGIES, INC. This Certifies That CUSIP 68554V 108 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.000001 PER SHARE, OF OraSure Technologies, Inc. (hereinafter and on the back hereof called the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this 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 of the Corporation, as amended from time to time, the Bylaws of the Corporation, as amended from time to time, and the laws of the State of Delaware, as amended from time to time, all of which are by reference incorporated herein and to all of which the holder of this certificate by acceptance hereof assents and agrees to be bound. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated ORASURE TECHNOLOGIES, INC. CORPORATE SEAL DELAWARE ____________________ _________________________ SECRETARY CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: ChaseMellon Shareholder Services, L.L.C. (New York, NY) TRANSFER AGENT AND REGISTRAR BY: _______________________________ AUTHORIZED SIGNATURE ORASURE TECHNOLOGIES, INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between OraSure Technologies, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), dated as of May 6, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. 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 _________ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act ____________________ in common (State) TOD - transfer on death direction in UNIF TRF MIN ACT ______ Custodian (until age ___) the event of owner's death (Cust) to person named on face and _______ under Uniform Transfers subject to TOD rules referenced (Minor) 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 capital 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 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. Signature(s) Guaranteed By ______________________________ 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.