ex41.htm


    EXHIBIT
4.1

    


    Specimen
of Common Stock Certificate.

    


    [FRONT]

    


    
      	
              COMMON
      STOCK

            	
              [LOGO]

            	
              SUN  HEALTHCARE

            	
              COMMON
      STOCK

            
	
              NUMBER

            	 
      	
              Caring
      is the Key in Life

            	
              SHARES

            
	
              CS

            	 
      	 
      
	
              $.01
      PAR VALUE

            	
              INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

            	
              $.01
      PAR VALUE

            


    

    


    CUSIP
866933 40 1

    


    SEE
REVERSE

    FOR
CERTAIN

    DEFINITIONS

    


    THIS
CERTIFIES THAT

    


    IS THE
OWNER OF

    


    FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

    


    Sun
Healthcare Group, 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 and the shares represented
hereby are issued and shall be subject to all the provisions of the Certificate
of Incorporation and Bylaws of the Corporation and the amendments from time to
time made thereto, copies of which are on file with the Transfer Agent, to all
of which the holder of this Certificate by acceptance hereof assents. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.

    


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

    


    Dated:

    


    
      	 
      	
              Sun
      Healthcare Group Inc.

            	 
      
	
              /s/
      Michael Berg

            	
              SEAL

            	
              /s/
      Richard K. Matros

            
	
              Secretary

            	
              DELAWARE

            	
              Chairman
      of the Board

            


    

    


    COUNTER
SIGNED AND REGISTERED:

    AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC.

    BY         TRANSFER
AGENT AND REGISTRAR

    


    


    AUTHORIZED
SIGNATURE

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [BACK]

    


    SUN
HEALTHCARE GROUP, INC.

    


    THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE
POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, 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             

                  (Cust)                    (Minor)

              under
      Uniform Gifts to Minors

                    Act                           

                   
                    (State)

               

            
	
              TEN
      ENT

            	
              -
      as tenants by the entireties

            	 
      
	
              JT
      TEN

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

            	 
      
	
              TOD

            	
              -
      transfer on death direction in event of 
owner's death, to person named
      on face and
subject to TOD
      referenced

            	 
      
	 
      	 
      	 
      


    

    


    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 ASIGNEE

                                                                              

    


                                                                                                                                                                                              

                    Please
print or typewrite name and address including postal zip code of
assignee

                                                                                                                                                                                              

    


                                                                                                                                                                                          

    


                                                                                                                                                                                
Shares

    of 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,
                                             

    


    
      	 
      	
              x                                                                                       

            
	
              NOTICE:  THE
      SIGNATURES(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

            	 
      	 
      
	
              x                                                                                       

            
	 
      
	
                                                                                                       

            
	
              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.