Specimen Common Stock Certificate of PortalPlayer, Inc.

Summary

This document is a specimen certificate representing shares of common stock in PortalPlayer, Inc., a Delaware corporation. It certifies that the holder owns fully paid and non-assessable shares, which can be transferred on the company's books by the holder or an authorized agent upon proper endorsement and surrender of the certificate. The certificate is only valid when countersigned by the transfer agent and registered by the registrar. It includes standard instructions for transfer and assignment, as well as requirements for signature guarantees.

EX-4.1 3 dex41.htm SPECIMEN COMMON STOCK CERTIFICATE Specimen Common Stock Certificate

Exhibit 4.1

PortalPlayer

COMMON STOCK

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK

THIS CERTIFICATE IS TRANSFERABLE IN

NEW YORK, N.Y.

CUSIP 736187 20 4

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the record holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF

PortalPlayer, Inc.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of the Certificate properly endorsed. This Certificate is not valid until 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

PRESIDENT AND CHIEF EXECUTIVE OFFICER

signature

SECRETARY

COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT

AND REGISTRAR



By


AUTHORIZED SIGNATURE

signature

PortalPlayer, Inc.

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

TEN ENT	–	as tenants by the entireties

JT TEN	–	as joint tenants with right of

survivorship and not as tenants

in common

UNIF GIFT MIN ACT–

Custodian

(Cust)

(Minor)

under Uniform Gifts to Minors

Act

(State)

UNIF TRF MIN ACT –

Custodian (until age .......)

(Cust)

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 POSTAL ZIP CODE, OF ASSIGNEE

of the Common Stock represented by the within Certificate, and do(es) 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

NOTICE:

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE 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.