EX-4.1



 














	BioScrip, Inc. COMMON
STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON
STOCK CUSIP 09069N 10 8 SEE REVERSE FOR CERTAIN DEFINITIONS This is
to certify that is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES,
PAR VALUE $. 0001 PER SHARE, OF THE COMMON STOCK OF Bioscrip, Inc. (the “corporation”) transforable on the books of the Corporation in person on by duly authorized attorney
upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrer Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
SECRETARY            CHAIRMAN
OF THE BOARD COUNTERSIGNED AND REGISTERED AMERICAN STOCK TRANSFER
& TRUST COMPANY (NEW YORK, NEW YORK) TRANSFER AGENT AND REGISTRARAUTHORIZED OFFICER













 









BioScrip, Inc.




     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY
OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE,
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH
REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.



KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR

DESTROYED THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A

CONDITION TO THE ISSUANCE OF A REPLACEMENT 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)
	 

	 	JTTEN
	 	—
	 	  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 write	 	 	 	 	 
	 
	 

	 	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 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.	 	 






     This certificate also evidences and entitles the holder hereof to certain Rights as set
forth in the Rights Agreement between the Corporation and American Stock Transfer & Trust Company
dated as of November 24, 1998, as amended on December 14, 1998, May 20, 1999 and November 26, 2002
as it may be further amended from time to time (the “Rights Agreement”), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the Corporation’s
corporate headquarters. Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be evidenced by this
certificate. The Corporation 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 in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person
or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent holder, may become
null and void and nontransferable.