dbrm_ex401-90228.htm


    Exhibit
4.01

    Specimen Stock
Certificate

    (Front)

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          (Back)

        

      

    

     

    DAYBREAK
OIL AND GAS, INC. 

    
      THE
COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND
THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH
SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS
AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE
AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES.
SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE
TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR
DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A
BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM
THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF
ANY SUCH 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

                                                                                                            	
                                                                                                              UNIF
      GIFT MIN ACT

                                                                                                            	
                                                                                                              Custodian

                                                                                                            
	 	 	 	
                                                                                                              (Cust)

                                                                                                            	      
                                                                                                              (Minor)

                                                                                                            
	      
                                                                                                              TEN
      ENT

                                                                                                            	      
                                                                                                              -
      as tenants by the entireties

                                                                                                            	 	      
                                                                                                              under
      Uniform Gifts to Minors Act

                                                                                                            	 
	 	 	 	 	      
                                                                                                              (State)

                                                                                                            
	      
                                                                                                              JT
      TEN

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

                                                                                                            	      
                                                                                                              UNIF
      TRF 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.

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            	 	      
                    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
      ASSIGNEE

                  
	      
                    For
      value received, ____________________________hereby sell, assign and
      transfer unto

                  	 


          

        

      

       

        
          
 

      

      (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:
      

                                                    	 	
                                                      20 
      

                                                    	 	 	      
                                                      Signature(s)
      Guaranteed: Medallion Guarantee Stamp

                                                    
	 	 	 	
                                                      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.

                                                    
	      
                                                      Signature:
      

                                                    	 	 	 
	 	 	 	 
	 	 	 	 
	      
                                                      Signature:
      

                                                    	 	 	 
	 	      
                                                      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.