Attached files

file filename
S-1/A - AMENDMENT NO. 4 TO FORM S-1 - FHC Holdings Corpds1a.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - FHC Holdings Corpdex11.htm
EX-5.1 - OPINION OF O'MELVENY & MYERS LLP - FHC Holdings Corpdex51.htm
EX-23.2 - CONSENT OF BDO USA, LLP - FHC Holdings Corpdex232.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - FHC Holdings Corpdex231.htm

Exhibit 4.1

LOGO

NUMBER francesca’s SHARES

FH COLLECTIONS

FRANCESCA’S HOLDINGS CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK CUSIP 351793 10 4

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER SHARE OF

FRANCESCA’S HOLDINGS CORPORATION

transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

IN WITNESS WHEREOF. the said Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and its corporate seal to be hereunto affixed.

DATED:

SECRETARY

CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED

REGISTRAR AND TRANSFER COMPANY

TRANSFER AGENT AND REGISTRAR

FRANCESCA’S HOLDINGS CORPORATION

CORPORATE SEAL 2007

DELAWARE

BY AUTHORIZED SIGNATURE

M. BURR KEIM, PHILA.


LOGO

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 not as tenants in common

under Uniform Gifts 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 INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(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 Shares 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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By:

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.