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EXHIBIT 4.1 ----------------------------------------------------------------------------------------------------------------- [COMMON STOCK] [COST-U-LESS LOGO] [COMMON STOCK] INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR THE SATE OF WASHINGTON CERTAIN DEFINITIONS CUSIP 221492 10 1 THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NONASSESABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF ------------------------------------------------ COST-U-LESS, INC.----------------------------------------------- transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [S E A L] /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx X. Xxxx --------------------------- ------------------------ VICE PRESIDENT AND PRESIDENT AND CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respondent charges or series of charges and upon the holders thereof as established, from time to time, by the Articles or Incorporation of the Corporation and by any certificate of determination, and the number of shares constituting each class and series and the designations thereof, may be obtained by the holder thereof upon written request and without charge from the Secretary of the Corporation at the corporate headquarters. 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 --------------- ------------------- JT TEN -- as joint tenants with right (Cust) (Minor) of survivorship and not as tenants in common under Uniform Gifts to Minors Act ----------- (State) UNIF TRF MIN ACT -- Custodian ---------------- (until age ) --------- under Uniform Transfers ---------------------- (Minor) 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 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 ------------------- ---------------------------------------------------- ---------------------------------------------------- THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE NOTICE: CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 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.