Premier Exhibitions, Inc. Common Stock Certificate Form

Summary

This document is a form of common stock certificate for Premier Exhibitions, Inc., a Florida corporation. It certifies ownership of fully paid and non-assessable shares of common stock, which are transferable on the company's books upon proper endorsement. The certificate is subject to Florida law and the company's governing documents. It must be countersigned by the transfer agent, American Stock Transfer & Trust Company, to be valid. The certificate includes instructions for transfer and assignment, as well as requirements for signature guarantees.

EX-4.1 2 ex4-1.txt FORM OF COMMON STOCK CERTIFICATE Exhibit 4.1 ______________ __________ | NUMBER | | SHARES | | | | | | PR | | | |_____________| |_________| PREMIER EXHIBITIONS, INC. SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA ________________________________________________________________________________ CUSIP 74051E 10 2 COMMON STOCK THIS CERTIFIES THAT: IS THE OWNER OF ________________________________________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001 PAR VALUE EACH OF -------------------------PREMIER EXHIBITIONS, INC.---------------------- transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Florida, and to the Articles of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY NEW YORK, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE (PREMIER EXHIBITIONS, INC. CORPORATE FLORIDA SEAL 2004) /s/ Gerald Couture /s/ Arnie Geller - ------------------------ --------------------------- SECRETARY PRESIDENT 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 ------------------- JT TEN - as joint tenants with right of (Cust) (Minor) survivorship and not as tenants under Uniform Gifts to Minors in common 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 ADDRESS) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the stock represented by the within Certificate, and do hereby 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 ______________________ ____________________________________________________ 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 WHATSOEVER. ________________________________________________________________________________ THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM. ________________________________________________________________________________