EX-4 5 ex4-1_s3.txt EXHIBIT 4.1 - FORM OF COMMON STOCK CERTIFICATE EXHIBIT 4.1 FORM OF COMMON STOCK CERTIFICATE FRONT OF CERTIFICATE COMMON STOCK COMPANY COMMON STOCK NUMBER LOGO SHARES INF - (Number of shares) ------------------------- ------------------ INFOCROSSING, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 45664X 10 9 THE CITY OF NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies That (Name of Stockholder) (Number of shares ------------------------------- ----------------- (Address of printed as a ------------------------------- ----------------- Stockholder) Number) ------------------------------- ---------------- is the owner of (Number of shares written out) ------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE $.01 EACH OF Infocrossing, 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 until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of said Corporation and the facsimile signatures of its duly authorized officers. Dated: Countersigned and Registered: Continental Stock Transfer & Trust Company /s/ /s/ ------------- ------------ Transfer Agent and Registrar (Infocrossing Nicholas J. Zach Corporate Letizia Lonstein Seal) Secretary Chairman By & CEO ---------------------------- Authorized Officer FORM OF COMMON STOCK CERTIFICATE (CONTINUED) REVERSE OF 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 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) UNIF TRF MIN ACT- Custodian (until age) ----- ----- (Cust) under Uniform Transfers ----- (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 of 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 Corporation with full power of substitution in the premises. FORM OF COMMON STOCK CERTIFICATE (CONTINUED) REVERSE OF CERTIFICATE (CONTINUED) Dated ------------------------- X -------------------------------------- X -------------------------------------- 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: 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 17 Ad-15.