Form of Specimen Common Stock Certificate



 







EXHIBIT 4.1




	 	 	 	 	 
	 

	 	 	 	SPECIMEN STOCK
	 

	 	 	 	CERTIFICATE
	[CERTIFICATE NUMBER]

	 	 	 	COMMON STOCK
	 

	 	 	 	[NUMBER]
	 

	 	 	 	CUSIP 588056 10 1
	 

	 	 	 	SEE REVERSE FOR
	 

	 	MERCER INTERNATIONAL INC.
	 	CERTAIN DEFINITIONS






INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON




	 	 	 
	THIS CERTIFIES THAT
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 





	 	 	 
	is the owner of
	 	 
	 

	 	 





FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $1.00 PER SHARE, OF




MERCER INTERNATIONAL INC.



transferable on the books of the Corporation 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 signatures of the Corporation’s duly authorized officers.



DATED:




	 	 	 
	/s/ Jimmy S.H. Lee

	 	/s/ David M. Gandossi
	 

	 	 
	PRESIDENT, CEO & CHAIRMAN

	 	EXECUTIVE VP, CFO & SECRETARY






Countersigned and Registered

MELLON INVESTOR SERVICES LLC



Transfer Agent and Registrar


By _____________________________

Authorized Signature




 









 








[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
	TEN ENT

	 	-
	 	as tenants by the entireties
	JT TEN

	 	-
	 	as joint tenants with right of survivorship and not as tenants in common






	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT

	 	-
	 	 	 	 Custodian	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	under Uniform Gifts to Minors Act
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 (State)	 	 
	 
	 	 	 	 	 	 	 	 
	UNIF TRAN MIN ACT

	 	-
	 	 	 	 Custodian (until age)	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	under Uniform Transfers 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 OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL 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) 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 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.