exv4w1






EXHIBIT 4.1




	 	 	 	 	 
	COMMON STOCK

	 	 	 	COMMON STOCK
	 

	 	 	 	$0.001 PAR VALUE
	 

	 	[Graphic]	 	 
	INCORPORATED UNDER THE

	 	 	 	SEE REVERSE FOR CERTAIN
	LAWS

	 	 	 	DEFINITIONS
	OF THE STATE OF DELAWARE
	 	 	 	 






RUE21, INC.




THIS CERTIFIES THAT




IS THE OWNER OF




FULLY PAID AND NONASSESSABLE SHARES OF RUE21, 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 Registrar. Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officers.



Dated:




[CORPORATE SEAL]



 





	 	 	 	 	 
	 

	 	 	 	COUNTERSIGNED AND REGISTERED:
	 
	 	 	 	 
	SECRETARY

	 	 	 	TRANSFER AGENT AND REGISTRAR
	 

	 	BY	 	 
	CHAIRMAN OF THE BOARD

	 	 	 	AUTHORIZED SIGNATURE
	AND CHIEF EXECUTIVE OFFICER
	 	 	 	 





 



 




     This Corporation 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 or series thereof 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:



	 	 	 	 	 	 	 	 	 
	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
	 	under Uniform Gifts to Minors Act
	 

	 	 	 	of survivorship and not as	 	 	 	 
	 

	 	 	 	tenants in common
	 	________________________
	 

	 	 	 	 	 	                     (State)






Additional abbreviations may also be used though not in the above list.





 









 








	 	 	 	 	 
	     For Value Received,

	 	 
	 	hereby sell(s), assign(s) and transfer(s) 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
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 SEC RULE 174d-15.








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