Exhibit
4.1


 




	
  

  	
  COUNTERSIGNED:
  CONTINENTAL STOCK TRANSFER & TRUST COMPANY JERSEY CITY, NJ TRANSFER AGENT
  BY: AUTHORIZED OFFICER NUMBER UUUUUUUUUUUUUUU ZUUUUUUUUUUUUUUU UUUUUU UUUUUU
  [ q r THIS CERTIFIES THAT: IS THE OWNER OF SHARES UUUUUUUUUUUUUUU ZUUUUUUUUUUUUUUU
  UUUUUU UUUUUU [ q r SEE REVERSE FOR CERTAIN DEFINITIONS DATED: INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE C O M M O N S T O C K transferable on
  the books of the Corporation in person or by attorney upon surrender of this
  certificate duly endorsed or assigned. This certificate and the shares
  represented hereby are subject to the laws of the State of Delaware, and to
  the Certificate of Incorporation and Bylaws of the Corporation, as now or
  hereafter amended. This certificate is not valid until countersigned by the
  Transfer Agent. WITNESS the facsimile seal of the Corporation and the
  facsimile signatures of its duly authorized officers. CUSIP 67034Y 10 4 NU
  SECRETARY CHIEF EXECUTIVE OFFICER FULLY PAID AND NON-ASSESSABLE SHARES OF
  COMMON STOCK OF $.01 PAR VALUE EACH OF NUCO2 INC. 

  






 















	
  

  	
  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) 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 TYPE NAME AND ADDRESS,
  INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the 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 WHATSOEVER. COLUMBIA FINANCIAL PRINTING CORP. -
  www.stockinformation.com THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER,
  UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS,
  RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND
  SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND
  OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR
  SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND
  LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY
  OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. THE
  SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
  FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
  BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER
  RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION
  PROGRAM.