Exhibit 4.1


 


[GRAPHIC]


 


	
  COMMON STOCK

  	
   

  	
   

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NUMBER

  	
   

  	
  PROSPECT MEDICAL HOLDINGS, INC.

  	
   

  	
  SHARES

  
	
  PMH

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE LAWS 

  OF DELAWARE

  	
   

  	
   

  	
   

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  



 


This
Certifies That


 


 


is
the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE,
OF



PROSPECT MEDICAL HOLDINGS, INC.


 


transferable on the books of
the Corporation in person or by attorney duly authorized in writing upon
surrender of this certificate properly endorsed.  This certificate and the shares represented hereby are Issued and
shall be held subject to all the provisions of the Corporation’s Certificate of
Incorporation and any amendments thereof, copies of which are on file with the
Transfer Agent, to all the provisions of which the holder hereof by acceptance
of this certificate assents.


 


This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.


 


WITNESS the
facsimile facsimile signatures of its duly authorized officers.


 


Dated


 


	
   

  	
  /s/ Jacob Y.
  Terner

  	
   

  	
  /s/ R.
  Stewart Kahn

  	
   

  
	
   

  	
  CHIEF EXECUTIVE OFFICER

  	
   

  	
  EXECUTIVE VICE PRESIDENT & SECRETARY

  	
   

  



 


COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY


(New York, New York)


TRANSFER AGENT

AND REGISTRAR


 


BY


 


AUTHORIZED SIGNATURE


 


 


(C) NORTHERN BANK NOTE COMPANY


 

















 


PROSPECT MEDICAL HOLDINGS, INC.


 


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
  survivorship and 

  	
   

  	
   

  	
  under
  Uniform Gifts to Minors

  
	
   

  	
   

  	
  not as
  tenants in common

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  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 OF
ASSIGNEE


 


 


 


Shares of the capital 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  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X  

  	
   

  
	
   

  	
   

  	
  NOTICE: THE
  SIGNATURE(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.

  



 


	
  SIGNATURE
  GUARANTEED: