exv4w1



 





Exhibit 4.1




[Specimen]




			
	Certificate Number 

ZQ
	 	Shares






[SunCom Wireless logo]




SUNCOM WIRELESS HOLDINGS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	 	 	 
	CLASS A COMMON STOCK 

PAR VALUE $0.01

	 	CLASS A COMMON STOCK

THIS CERTIFICATE IS TRANSFERABLE

IN CANTON, MA AND JERSEY CITY, NJ
	 
	 	 
	 

	 	CUSIP 86722Q 10 8

SEE REVERSE FOR CERTAIN DEFINITIONS
	 
	 	 
	 

	 	TRANSFER OF THIS CERTIFICATE IS

RESTRICTED SEE LEGEND ON 

REVERSE SIDE.






THIS CERTIFIES THAT




is the owner of




FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF

THE PAR VALUE OF ONE CENT ($.01) EACH OF



SunCom Wireless Holdings, Inc. (hereinafter called the “Company”) transferable only upon the books
of the Company by the holder hereof in person or by a duly authorized attorney upon surrender of
this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby
are issued under and are subject to the laws of the State of Delaware and to all provisions of the
Certificate of Incorporation and the Bylaws of the Company, including any and all amendments as may
from time to time be made thereto, to all the terms and conditions of which the holder, by
acceptance thereof, assents. This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.



In Witness Whereof, the Company has caused this Certificate to be signed by the facsimile
signatures of its duly authorized officers and its facsimile corporate seal to be hereunto affixed.




Dated:




			
	Chairman and Chief

Executive Officer
	 	DATED




[SEAL
OF SUNCOM WIRELESS HOLDINGS, INC.]



	 	 	 	 	 
	 	COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR

 	 
	Secretary 	 	By, 	 
	 
	 	 	 	   AUTHORIZED SIGNATURE 	 



 









 






	 	 	 	 	 



SUNCOM WIRELESS HOLDINGS, INC.



The Company is authorized to issue more than one class or series of stock. The Company will
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 or
series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights.



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

	 	UNIF GIFT MIN ACT-                      Custodian                     

                    
                    
    
(Cust)                        (Minor) 

under Uniform Gifts to Minors Act____________________

                    
                    
                    
             (State) 

UNIF TRF MIN ACT                      Custodian (until age___)                    

                    
                    
(Cust)                                        (Minor)
	 

	 	under Uniform Transfers 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)



                                                             Shares of the Class A 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 Company with full power of substitution in
the premises.




Dated                     20                    




Signature:                                                             




Signature:                                                             




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.



	 	 	 	 	 
	 	Signature(s) Guaranteed: Medallion Guaranteed 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.