<PAGE>
EXHIBIT 4.1
ORDINARY SHARES
NUMBER SHARES
CUSIP M01690 10 2
SEE REVERSE FOR CERTAIN DEFINITIONS
ACCORD NETWORKS LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL
THIS CERTIFIES that
is the Registered Holder of
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NIS 0.01 PAR VALUE EACH
of ACCORD NETWORKS LTD. transferable on the books of the Company by the holder
hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the Company shares
represented hereby are issued and shall be held subject to all the provisions of
the Memorandum of Association and Articles of Association of the Company and all
amendments thereto, to all of which the holder by acceptance hereof assents.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Company has caused this Certificate to be issued
under the facsimile seal of the Company.
Dated:
ACCORD NETWORKS LTD.
CORPORATE
SEAL Chairman and Director
ISRAEL Director
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ACCORD NETWORKS LTD.
The Company shall furnish without charge to each shareholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares of the
Company or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Such requests shall be made to the Company's
Secretary at the principal office of the Company.
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:
<TABLE>
<CAPTION>
<S> <C>
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 under Uniform Gifts to Minor
survivorship and not as Act
tenants in common ----------------------------------
UNIF TRF MIN ACT -- Custodian (until age )
---------- -------
(Cust)
under Uniform Transfers
---------------
(Minor)
to Minors Act
---------------------------
(Minor)
</TABLE>
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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the ordinary shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.
Dated
----------------
X
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X
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ANY ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS, NATIONAL SECURITIES EXCHANGES
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
