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Exhibit 4.1    
    


FORM OF STOCK CERTIFICATE  



	NUMBER	 	 	 	COMMON STOCK
	CS	 	 	 	SHARES
	
THIS CERTIFICATE IS TRANSFERABLE IN
                             ,           
OR                              ,
          	
 	

 	
 	

SEE REVERSE FOR CERTAIN DESIGNATIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES PRIVILEGES AND RESTRICTIONS OF SHARES




Orange 21 Inc.  


CUSIP
                                       
    


 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE  


THIS CERTIFIES THAT 


IS
THE OWNER OF 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF 


Orange 21 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 and registered by the Transfer Agent and Registrar. 


COUNTERSIGNED
AND REGISTERED:

[                             ]

TRANSFER AGENT

AND REGISTRAR

BY
                                         
                 

AUTHORIZED SIGNATURE 


WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


Dated: 


Orange
21 Inc.

Corporate Seal 



	
 SECRETARY	 	 	 	
 CHAIRMAN OF THE BOARD










        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, as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the
principal office of the Corporation. 


        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 the Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 	 	 	 	 	Act	 	

	 	 	in common	 	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	UNIF TRF MIN ACT-	 	
	 	Custodian (until age       )
	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	
	 	under Uniform Transfers
	 	 	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	 	 	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 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	
 	

 	
 	

 	
 	

 
	

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 S.E.C. RULE
17Ad-15.	
 	

 	
 	

 













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Exhibit 4.1