exv4w1



 



Exhibit 4.1



	 	 	 	 	 
	 

     NUMBER
	 	 	 	SHARES
	 
	AR	 	 	 	 
	 	 	 	 	 
	COMMON STOCK
	 	[Approach Resources Inc. Logo]
	 	COMMON STOCK
	 	 	 	 	 
	INCORPORATED UNDER THE LAWS
	 	 	 	CUSIP 03834A 10 3
	OF THE STATE OF DELAWARE	 	 	 	 
	 
	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 	 	 





APPROACH RESOURCES INC.



This Certifies that **[Specimen Stamp]**



is the owner of **[Zero (0)]**



FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF $0.01 PAR VALUE EACH OF




APPROACH RESOURCES INC.



transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney on surrender of this certificate properly endorsed. This Certificate and the shares
represented hereby are subject to the laws of the State of Delaware, and to the Restated
Certificate of Incorporation and Restated Bylaws of the Corporation, as now or hereafter amended.




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



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



Dated:




	 	 	 	 	 
	/s/ J. Curtis Henderson

	 	[Approach Resources Inc. Seal]
	 	/s/ J. Ross Craft
	 	 	 	 	 
	SECRETARY

	 	 	 	PRESIDENT
	 
	 	 	 	 
	COUNTERSIGNED & REGISTERED:
	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY	 	 
	     (New York, NY)
	 	 	 	 
	      TRANSFER AGENT AND REGISTRAR
	 	 	 	 






By:                                                             

      AUTHORIZED SIGNATURE




 









 








APPROACH RESOURCES INC.




     THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE CORPORATION WILL
FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DEISGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION
OR THE TRANSFER AGENT.



KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION WILL

REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT 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

	 	3⁄4 as tenants in common
	 	UNIF GIFT MIN ACT 3⁄4
	 	 	 	Custodian	 	 
	 

	 	 	 	 	 	 
	 	 	 	 
	TEN ENT

	 	3⁄4 as tenants by the entireties
	 	 	 	(Cust)
	 	 	 	(Minor)
	JT TEN	 	3⁄4 as joint tenants with right of	 	 	 	under Uniform Gifts to Minors Act	 	 
	 

	 	     survivorship and not as tenants	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	     in common
	 	 	 	(State)	 	 	 	 
	 	 	 	 	UNIF TRF MIN ACT 3⁄4	 	 	 	Custodian (until age                    )                     
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Cust)
	 	 	 	(Minor)
	 	 	 	 	 	 	under Uniform Transfers to Minors Act
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(State)	 	 	 	 






Additional abbreviations may also be used though not in the above list.




FOR VALUE RECEIVED,                                          hereby sell, assign and transfer unto




 






(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)




 






(Please Insert Social Security or other Identifying Number 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
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	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
WHATSOEVER.






	 	 	 	 	 
	Signature(s) Guaranteed	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	THE SIGNATURE(S) MUST 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.