EX-4.1 SPECIMEN OF COMMON STOCK CERT OF EDCI






Exhibit 4.1























 




THE CERTIFICATE OF INCORPORATION (THE “CERTIFICATE OF INCORPORATION”) OF THE CORPORATION CONTAINS
RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE
CORPORATION’S CERTIFICATE OF INCORPORATION)
OF ANY STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS) WITHOUT THE
PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH
TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF
THE INTERNAL REVENUE CODE OF 1986. AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED
THEREUNDER), THAT IS TREATED AS OWNED BY A FIVE PERCENT STOCKHOLDER UNDER THE CODE AND SUCH
REGULATIONS. IF THE TRANSFER RESTRICTIONS ARE VIOLATED. THEN THE TRANSFER WILL BE VOID AB INITIO
AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS
DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT IN THE EVENT OF A TRANSFER
WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF DELAWARE GENERAL
CORPORATION LAW (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS. THE PURPORTED
TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT
SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CORPORATION’S CERTIFICATE OF INCORPORATION TO
CAUSE THE FIVE PERCENT STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE
CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS. UPON WRITTEN
REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.




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



	 	 	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	 	UNIF GIFT MIN ACT —   
              
              
           Custodian   
               
              
          (Minor)
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	     under Uniform Gifts to Minors Act
               
                
               
               
     
              
(State)
	JT TEN

	 	—
	 	as joint tenants with right of survivorship
	 	UNIF TRF MIN ACT —      
               
               
      Custodian         
               
 
                 (Minor)
	 

	 	 	 	and not as tenants in common
	 	     under    
             
              
              
             
                (State) Uniform Transfer to Minors Act






	 	 	 
	 	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 	IDENTIFYING NUMBER OF ASSIGNEE
	For value received, the undersigned hereby sells, assigns and transfers unto
	 	
 






      
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE



     
 

                   
                  
                  
                  
                  
                  
                  
                  
                  
                  
                   
           
                  
    Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints
                   
                  
                  
                  
                  
                  
                  
                  
                  
                  
                   
                   
                   
  
Attorney to transfer the said shares on the books of the within-named Corporation with full power
of substitution in the premises.



     Dated,                                                            



     
In presence of 
               
    
              
    
              
     
              
     
              
     
              
     
            
              
     
              
     
              
     
             
             
              
     
              
     
               
    
              
     
              
     
              
     
             
              
    
.



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 enlargement or any change whatever.