EX-4.1


 Exhibit 4.1 

FORM OF 
 SERIES A
CUMULATIVE PREFERRED GLOBAL STOCK CERTIFICATE 
 Mitcham Industries, Inc. 

Incorporated under the Laws of the State of Texas 
  

			
	CUSIP: 606501 302	 	
	CERTIFICATE NUMBER: 001	 	[            ] SHARES

 This represents and certifies that CEDE & CO is the owner of
[            ] fully paid and non-assessable shares of Series A Cumulative Preferred Stock of Mitcham Industries, Inc. (the “Company”), par value $1.00 per share,
transferable upon the books of the Company by the holder hereof in person or by the holder’s duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall
be held subject to all of the provisions of the Amended and Restated Articles of Incorporation and all amendments thereto and the Certificate of Designations, Preferences and Rights of the Series A Cumulative Preferred Stock and all amendments
thereto (copies of which will be provided, free of charge, upon written to the Company’s principal office by the holder hereof), to which the holder hereof by acceptance hereof expressly assents. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL PREFERRED STOCK SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 
 IN CONNECTION WITH
ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE. 

DATED: [            ], 2016 






 IN WITNESS WHEREOF, Mitcham Industries, Inc. has executed this Certificate as of the date set
forth above. 
  

			
	MITCHAM INDUSTRIES, INC.
		
	By:	 	 
	Name:	 	Robert P. Capps
	Title:	 	Co-Chief Executive Officer and Chief Financial Officer
		
	By:	 	 
	Name:	 	Pam J. Plagens
	Title:	 	Corporate Secretary



  
 SIGNATURE
PAGE TO 
 MITCHAM INDUSTRIES, INC. 

SERIES A CUMULATIVE PREFERRED GLOBAL STOCK CERTIFICATE








 TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION 

This is one of the certificates representing shares of Preferred Stock referred to in the within mentioned Certificate of Designations. 

 

			
	American Stock Transfer & Trust Company, LLC
	
	as Transfer Agent
		
	By:	 	 
		 	Name:
		 	Title:



  
 TRANSFER
AGENT’S CERTIFICATE OF AUTHENTICATION 

MITCHAM INDUSTRIES, INC. 

SERIES A CUMULATIVE PREFERRED GLOBAL STOCK CERTIFICATE








 REVERSE OF THE SECURITY 

ASSIGNMENT 
 For Value Received,
                                         
        hereby sells, assigns and transfers unto
                                         
        (print or typewrite name, address and social security or other identifying number of assignee)
                             Shares of the stock represented by this Certificate, and does hereby
irrevocably constitute and appoint
                                         
        attorney, to transfer the said stock on the books of the within named company with full power of substitution in the premises 

Dated:                         
    
  

			
		
	X	 	 
		
		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change whatever.


  

	
	SIGNATURE GUARANTEED
	
	   

	
	NOTICE: 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 Rule 17 Ad-15 under the Securities Exchange Act of 1934.