Specimen Class A Common Stock Certificate of TODCO

Summary

This document is a specimen stock certificate for Class A Common Stock issued by TODCO, a Delaware corporation. It certifies ownership of fully paid shares and outlines the process for transferring shares, including requirements for proper endorsement and signature guarantees. The certificate also references certain rights attached to the shares under a Rights Agreement with The Bank of New York, which may affect the transferability or validity of the rights under specific circumstances. Shareholders may request further details about the rights and preferences of the stock from the company or its transfer agent.

EX-4.1 3 h01890a3exv4w1.txt SPECIMEN STOCK CERTIFICATE . . . EXHIBIT 4.1 NUMBER TOD (TODCO SEAL) INCORPORATED UNDER THE LAWS CLASS A OF THE STATE OF DELAWARE COMMON STOCK [SHARES] THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY AND TODCO SEE REVERSE FOR CERTAIN DEFINITIONS RIDGEFIELD PARK, NJ CUSIP 88889T 10 7 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE CLASS A COMMON STOCK OF CERTIFICATE OF STOCK TODCO 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 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: /s/ JAN RASK (TODCO LOGO) /s/ DONALD P. RODNEY PRESIDENT AND CHIEF EXECUTIVE OFFICER TREASURER Countersigned and Registered: THE BANK OF NEW YORK Transfer Agent and Registrar, /s/ _______________________ Authorized Signature

(TODCO LOGO) The Company will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the company or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request is to be addressed to the Secretary of Todco at its principal executive office, or to its transfer agent named on the face of this certificate. 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) under Uniform Transfer to Minors Act - -------------------------------------------------------------------------------- (Minor) (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 transferee -------------------------------------------- -------------------------------------------- -------------------------------------------- Please print or typewrite name and address of transferee -------------------------------------------- -------------------------------------------- Please insert number of shares transfered -------------------------------------------- -------------------------------------------- -------------------------------------------- SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT -------------------------------------------- -------------------------------------------- ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED COMPANY WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. -------------------------------------------- DATED -------------------------------------------- SIGNATURE -------------------------------------------- NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. -------------------------------------------- SIGNATURE GUARANTEED BY: -------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK-BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. This certificate also evidences and entitles the holder hereof to certain Class A Rights as set forth in the Rights Agreement between TODCO (the "Company") and The Bank of New York (the "Rights Agent") dated as of [June] 2003 as it may from time to time be supplemented or amended (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 may be redeemed, may be exchanged, may expire or may 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 BY THE RIGHTS AGREEMENT, CLASS A RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), AND CERTAIN TRANSFEREES THEREOF, WILL BECOME NULL AND VOID AND NO LONGER BE TRANSFERABLE.