Specimen Common Stock Certificate of OPNET Technologies, Inc.

Summary

This document is a specimen of a common stock certificate for OPNET Technologies, Inc., a Delaware corporation. It certifies ownership of fully paid and nonassessable shares of common stock, which are transferable on the company's books by the holder or their authorized representative upon proper endorsement and surrender of the certificate. The certificate is subject to Delaware law and the company's governing documents. It must be countersigned by the transfer agent to be valid. The certificate also outlines procedures for transferring shares and provides information about stockholder rights upon request.

EX-4.1 2 0002.txt SPECIMEN OF COMMON STOCK CERTIFICATE EXHIBIT 4.1 OPNET Optimum Network Performance OPNET Technologies, Inc. NUMBER SHARES OT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK CUSIP 683757 10 8 SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF OPNET Technologies, Inc. (the "Corporation"), a Delaware corporation. The Shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the Shares represented hereby are subject to the laws of the State of Delaware and all the provisions of the Certificate of Incorporation and By-Laws of the Corporation, each as now in effect or hereafter amended, to all of which provisions the holder by acceptance hereof assents. This certificate is not valid until countersigned and registered by the Corporation's transfer agent and registrar. IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the facsimile signature of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY Transfer Agent and Registrar. By -------------------------------------------- Authorized Signature Dated: OPNET Technologies, Inc. CORPORATE SEAL 0000 DELAWARE * /s/ Marc A. Cohen /s/ Alain Cohen - ------------------------------------- ------------------------------- Secretary and Chief Executive Officer President OPNET Technologies, Inc. The Corporation has authority to issue stock of more than one class. 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 JT TEN - as joint tenants with right Act.......................... of survivorship and not as (State) tenants in common 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 shares on the books of the within-named Corporation with full power of substitution in the premises. Dated ____________________ -------------------------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or englargement 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.