Ease of use. We provide a wide range of innovative, high performance phones that we combine with our feature-rich desktop software application, Personal Call Manager. Personal Call Manager allows end users to control their phones from their PCs, regardless of their location, and integrates with enterprise software applications, such as Microsoft Outlook and salesforce.com

Exhibit 4.1

NUMBER		SHARES
SHOR

[ShoreTel, Inc. Logo]

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		SEE REVERSE FOR A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES, RESTRICTIONS OF EACH CLASS OF STOCK AND CERTAIN DEFINITIONS

CUSIP 825211 10 5

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF

SHORETEL, INC.

transferable on the books of the Corporation by the holder 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:

/s/ Michael E. Healy		[Corporate Seal]		/s/ John W. Combs
CHIEF FINANCIAL OFFICER				CHAIRMAN, PRESIDENT AND
				CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

           COMPUTERSHARE TRUST COMPANY, N.A.

                      TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE

     The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof which the Corporation is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests should be made to the Corporation’s Secretary at the principal office of the Corporation.

     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
TEN ENT	—	as tenants by the entireties				(Cust)			(Minor)
JT ENT	—	as Joint tenants with right of survivorship and not as tenants in common			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 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 stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

X
X
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.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.