Exhibit
4.1


 




	
  

  	
  2132662
  CONTINUED UNDER THE BUSINESS CORPORATIONS ACT (YUKON TERRITORY) Number Shares
  Kodiak Oil & Gas Corp. CUSIP
  50015Q 10 0 ISIN CA 50015Q1000 SEE REVERSE FOR CERTAIN DEFINITIONS is the
  registered holder of FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR
  VALUE IN THE CAPITAL OF Kodiak
  Oil & Gas Corp. transferable on the books of the Company only
  upon surrender of this certificate properly endorsed. This certificate is not
  valid unless countersigned by the Transfer Agent and Registrar of the
  Company. IN WITNESS WHEREOF the Company has caused this certificate to be
  signed on its behalf by the facsimile signatures of its duly authorized
  officers. Dated: COUNTERSIGNED AND REGISTERED COMPUTERSHARE INVESTOR SERVICES
  INC. (TORONTO) TRANSFER AGENT AND REGISTRAR By Authorized Officer
  COUNTERSIGNED AND REGISTERED COMPUTERSHARE TRUST COMPANY, INC. (DENVER)
  TRANSFER AGENT AND REGISTRAR Printed by DATA BUSINESS FORMS The shares
  represented by this certificate are transferable at the offices of Computershare
  Investor Services Inc. in Toronto, ON and Computershare Trust
  Company, Inc. in Denver, CO. SECURITY INSTRUCTIONS ON REVERSE VOIR LES INSTRUCTIONS DE SÉCURITÉ AU
  VERSO THIS CERTIFIES THAT President and Chief Executive Officer Chairman and
  Chief Operating Officer By Authorized Officer 00DK8C

  






 













 




	
  

  	
  The shares
  represented by this certificate have rights, privileges, restrictions and
  conditions attached thereto and the Company will furnish to a shareholder, on
  demand and without charge, a full copy of the text of: (a) the rights,
  privileges, restrictions and conditions attached to each class authorized to be
  issued and to each series in so far as the same have been fixed by the
  directors; and (b) the authority of the directors to fix the rights,
  privileges, restrictions and conditions of subsequent series. The following
  abbreviations shall be construed as though the words set forth below opposite
  each abbreviation were written out in full where such abbreviation appears:
  TEN COM TEN ENT JT TEN (Name) CUST (Name) UNIF GIFT MIN ACT (State) - as
  tenants in common - as tenants by the entireties - as joint tenants with
  rights of survivorship and not as tenants in common - (Name) as Custodian for
  (Name) under the (State) Uniform Gifts to Minors Act Additional abbreviations
  may also be used though not in the above list. * Please insert Social
  Insurance, Tax Identification, or other identifying number of transferee. For
  value received the undersigned hereby sells, assigns and transfers unto
  Insert name and address of transferee shares represented by this certificate
  and does hereby irrevocably constitute and appoint the attorney of the
  undersigned to transfer the said shares on the books of the Company with full
  power of substitution in the premises. DATED: Signature of Shareholder
  Signature of Guarantor Signature Guarantees The signature [ILLEGIBLE] assignment
  must correspond with the name as written upon the face of the certificate(s),
  in every particular, without alteration or enlargement, or [ILLEGIBLE] change
  whatsoever and must be guaranteed by a major Canadian Schedule I chartered
  bank or a member of an acceptable Medallion Signature Guarantee Program
  (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words
  “Signature Guaranteed”. In the USA, signature guarantees must be done by
  members of a “Medallion Signature Guarantee Program” only. Signature guarantees
  are not accepted from Treasury Branches, Credit Unions or Caisses Populaires
  unless they are members of the Stamp Medallion Program. Computershare’s Privacy Notice: In
  the course of providing services to you and our corporate clients,
  Computershare receives non-public personal information about you - your name,
  address, social insurance number, securities holdings,
  transactions, etc. We use this to administer your account, to better
  serve your and our clients needs and for other lawful purposes. We have
  prepared a Privacy Code to tell you more about our information practices and
  how your privacy is protected. It is available at our website.
  computershare.com, or by writing us at 100 University Avenue, Toronto,
  Ontario, M5J 2Y1. *You are required to provide your SIN if you will receive
  income on these securities. We will use this number for income reporting.
  Computershare may also ask for your SIN as an identification-security measure
  if you call or write to request service on your account: however you may
  decline this usage.  SECURITY INSTRUCTIONS - INSTRUCTIONS DE SÉCURITÉ
  THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK.
  HOLD TO LIGHT TO VERIFY WATERMARK. PAPIER FILIGRANÉ, NE PAS ACCEPTER SANS VÉRIFIER
  LA PRÉSENCE DU FILIGRANE. POUR
  CE FAIRE, PLACER Á LA LUMIÉRE.
  00DK9A TOVI.T.INS/000194