Specimen Common Stock Certificate of Orphan Medical, Inc.

Summary

This document is a specimen stock certificate representing fully paid and non-assessable common shares of Orphan Medical, Inc., a Delaware corporation. The certificate outlines the rights of the shareholder, including transferability of shares and the process for assignment. It is signed by authorized officers and requires countersignature by the transfer agent, Wells Fargo Bank Minnesota, N.A. The certificate also references the availability of information on share classes and rights upon request. This is a standard form used to evidence ownership of common stock in the company.

EX-4.5 5 c67691ex4-5.txt SPECIMEN STOCK CERTIFICATE OF OMI COMMON STOCK EXHIBIT 4.5 COMMON SHARES [GRAPHIC] [ORPHAN MEDICAL LOGO] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ------------------------- CUSIP 687303 10 7 ------------------------- SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT SPECIMEN is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF ONE CENT ($.01) EACH OF -------------- -------------- - ------------------------------ORPHAN MEDICAL, INC.------------------------------ -------------- -------------- 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 is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF;: the said Corporation has caused this Certificate to be signed by its duly authorized officers. Dated: /s/ John Howell Bullion ------------------------------ CHIEF EXECUTIVE OFFICER AND SECRETARY [COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK MINNESOTA, N.A. TRANSFER AGENT AND REGISTRAR By AUTHORIZED SIGNATURE] THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER UPON REQUEST A FULL STATEMENT OF (1) THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES OF STOCK AUTHORIZED TO BE ISSUED BY THE CORPORATION, SO FAR AS THEY HAVE BEEN DETERMINED, AND (2) THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES OF STOCK. ________________________________________________________________________________ The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they written out in full according to applicable laws or regulations: UNIF GIFT MIN ACT - ____________ Custodian ____________ (Cust) (Minor) TEN COM - as tenants in common TEN ENT - as tenants by entireties under Uniform Gifts to Minors JT TEN - as joint tenants with right of Act________________________________ survivorship and not as tenants (State) in common 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 POSTAL ZIP CODE OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint_____________________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated ________________________________________ ________________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES(S) AS WRITTEN UPON THE PAGE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER SIGNATURE(S) GUARANTEED ________________________________________ 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. ________________________________________