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Exhibit 4.1
[Stock Certificate]
Certificate INTEGRATED TELECOM EXPRESS, INC. ** Shares
C- A Delaware Corporation Common Stock
THIS CERTIFIES THAT _______________ is the registered holder of _______
(___) shares of the COMMON STOCK of Integrated Telecom Express, Inc., a Delaware
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 and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and the
By-laws of the Corporation and any amendments thereto, to all of which the
holder of this certificate, by acceptance hereof, assents.
The Corporation is authorized to issue two classes of stock, Common
Stock and Preferred Stock. A statement of all of the rights, preferences,
privileges and restrictions granted to or imposed upon the respective classes or
series of shares of stock of the Corporation and upon the holders thereof as
established by the Certificate of Incorporation may be obtained by any
stockholder upon request at the principal office of the Corporation, and the
Corporation will furnish any stockholder, upon request and without charge, a
copy of such statement.
IN WITNESS WHEREOF, the said Corporation has caused this certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this 1st day of _________, 2000.
[seal]
Secretary President
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FOR VALUE RECEIVED, __________________HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
___________________ SHARES 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 ____________________________, 20__
IN PRESENCE OF _________________________ _________________________________
(Witness) (Shareholder)
_________________________________
(Shareholder)
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT OR, IN THE
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION DOES NOT
VIOLATE THE PROVISIONS OF SAID ACT.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON TRANSFER AND RIGHTS OF FIRST REFUSAL AND MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION.
