WellCare Health Plans, Inc. Common Stock Certificate
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Summary
This document certifies that the named holder owns fully paid and non-assessable shares of common stock in WellCare Health Plans, Inc., a Delaware corporation. The certificate outlines the holder's rights and obligations, including transfer procedures and compliance with the company's Certificate of Incorporation, Bylaws, and Delaware law. Shares are transferable only on the corporation's books with proper endorsement and signature guarantees. The certificate is valid only when countersigned by the transfer agent and registrar. Additional information about stock classes and rights is available to shareholders upon request.
EX-4.1 5 w93446a3exv4w1.txt EXHIBIT 4.1 . . . EXHIBIT 4.1 WHP WELLCARE HEALTH PLANS, INC. Established Under the Laws of the State of Delaware
This Certifies that [WELLCARE LOGO] is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $.01 PER SHARE,OF WELLCARE HEALTH PLANS,INC. (the "Corporation"). The holder and every transferee or assignee of this Certificate or of the Shares evidenced by this Certificate or of any interest therein accepts and agrees to be bound by the terms, conditions and limitations of the Certificate of Incorporation of the Corporation, the Bylaws of the Corporation and the laws of the State of Delaware, all as amended. This Certificate and the Shares represented hereby are transferable only on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered with the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of the duly authorized officers. Dated: /s/ Todd S. Farha COUNTERSIGNED AND REGISTERED: President and Chief Executive Officer EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE /s/ Thaddeus Bereday [WELLCARE HEALTH PLANS, INC. SEAL] Secretary THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 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:
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 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 _________________ _________________________________________________ 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 WHATEVER. 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. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
