pyxusinternationalincspe






                                                                                                                                                                  COUNTERSIGNED AND REGISTERED:                                                                                                                                                                                  AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC                                                                                                                                                                                  BROOKLYN, NY                                                                                                                                                                                                                                                                  TRANSFER AGENT AND REGISTRAR                                                                                                                                                                                                                                                                                                                                                                       BY:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              AUTHORIZED SIGNATURE SHARES                   SPECIMEN                                         C O M M O N  S T O C K                                                                               CUSIP 74737V 10 6 CUSIP 74737V                                                                  SEE  REVERSE FOR  CERTAIN DEFINITIONS                                                                                                                                                                                                                                                                                                                                       PRESIDENT                                                                                                                                                                                                                                                                                                                                             AND CHIEF EXECUTIVE OFFICER                                                                                                                                                                                                               .                                                                                                                                                                                                               nc                                                                                                                                                                                                               , I                                                                                                                                                                                                                                                  Transfer Agent and Registrar.  Transfer            .                                                                                                                                                                                                                                                                                          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                                                                                                                      E                                    A                                                                                                                                                                                                                                                                               O          T                                      I                                                                                                                                                                                                                                                                               I                                                                                                                                                                                                                                                           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                                                                                                                                                                                                  yxus                                                                                                                                                                                                               P                                                         PYXUS INTERNATIONAL, INC. PYXUS INTERNATIONAL,                                                                  INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA THE COMMONWEALTH  OF THE LAWS  UNDER INCORPORATED                                                                                                                                  SPECIMEN - NOT NEGOTIABLE                                                                                                                                                                                                                                                                                                                                      SECRETARY                                                                                                       :                                                                                                       hat                                                                                                                                                                                                   FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF VALUE,   NO PAR AND NON-ASSESSABLE SHARES OF COMMON STOCK,   PAID FULLY                                                                                                        T                                                                                                                                                                           of                                                                                                                                                                                                                                                                                   ertifies                                                                                                                                                                           owner                                                                                                                                                                                                                                                                                                                                                                                                                            This certificate is not valid unless countersigned and registered by the This certificate is not valid unless countersigned  and the facsimile signatures of its duly authorized officers. WITNESS the facsimile seal of the Corporation                                                                                                        C                                                                                                                                                                                                                                                                                   :                                                                                                                                                                                                                                                                                   d                                                                                                                                                                           the                                                                                                                                                                                                                                                                                   his NUMBER                                                                                                                                                                           is                                                                                                       T                                                                                                                                                                                                                                                                                   ate                                                                                                                                                                                                                        transferable on the  books  of the Corporation by the holder hereof in person properly endorsed. or by duly authorized attorney upon surrender of this certificate                     PX                                                                                                                                                                                                                                                                                   D                                                                                                                                                                                                                                                                                                                    SPECIMEN                                                                                                                                                                                                                                                                                                                               not negotiable 





 






                                    PYXUS INTERNATIONAL, INC. The Corporation will furnish to any shareholder, without charge and upon request in writing to the office of the Corporation,  a full statement of the designations, relative rights, preferences and limitations of the shares of each class authorized to  be issued, and the variations in the relative rights, preferences and limitations between the shares of each series of any  class of shares authorized to be issued in series, so far as the same have been fixed and determined, and the authority of  the board of directors to fix and determine the relative rights, preferences and limitations of subsequent series of shares  of any such class.         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 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 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 named Corporation with full power of substitution in the  premises.  Dated                                                                                                                                                                                                                                                        NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE                                OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s)  Guaranteed  By                                                                                                               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 SEC Rule 17Ad-15.   KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION  MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.