[CARTESIAN LOGO]

JT TEN - as joint tenants with right of survivorship

UNIF TRF MIN ACT

Custodian (until age)

and not as tenants in common

under Uniform Transfers to Minors Act

EX-4.1 2 v385589_ex4-1.htm EXHIBIT 4.1

EXHIBIT 4.1

[CARTESIAN LOGO]

COMMON STOCK	COMMON STOCK

PAR VALUE $0.005	THIS CERTIFICATE IS TRANSFERABLE
	IN CANTON, MA, JERSEY CITY, NJ AND
	COLLEGE STATION, TX

CERTIFICATE

NUMBER

CARTESIAN, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

	CUSIP 146534 10 2
	SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.005 PER SHARE, OF

Cartesian, Inc. transferable on the books of the Corporation by the owner hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

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

		DATED:

[Signature]		COUNTERSIGNED AND REGISTERED
President & Chief Executive Officer		COMPUTERSHARE TRUST COMPANY, N.A.
		TRANSFER AGENT AND REGISTRAR

	[SEAL]

[Signature]		By
Secretary and General Counsel		AUTHORIZED SIGNATURE

CARTESIAN, INC.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE MANAGEMENT NETWORK GROUP, INC. (N/K/A CARTESIAN, INC.) (THE "CORPORATION") AND COMPUTERSHARE TRUST COMPANY, N.A. (THE "RIGHTS AGENT"), DATED AS OF MARCH 27, 2008, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE CORPORATION.UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR BENEFICIALLY OWNED OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY BENEFICIALLY OWNED OR HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID AND MAY NOT THEREAFTER BE EXERCISED OR TRANSFERRED.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.

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
		(Cust)			(Minor)

TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act
					(State)

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

		PLEASE INSERT SOCIAL SECURITY OR OTHER
		IDENTIFYING NUMBER OF ASSIGNEE
For Value received,	hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

Shares of the capital 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:	____________________20________________	Signatures Guaranteed: Medallion Guarantee Stamp
		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.
Signature:

Signature:
	Notice: The signature to this assignment must
	correspond with the name as written upon the
	face of this certificate, in every particular,
	without alteration or enlargement, or any change
	whatever.

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.

If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.