Exhibit 4.1


 


[GRAPHIC]


 


	
  016570|  003590|127C|4|057-423

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMMON
  STOCK

  	
   

  	
   

  	
   

  	
  COMMON
  STOCK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PAR
  VALUE $0.001

  	
   

  	
   

  	
  THIS
  CERTIFICATE IS TRANSFERABLE IN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CANTON,
  MA AND JERSEY CITY, NJ

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Certificate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ZQ
  000000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  DMRC CORPORATION

  
	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THIS CERTIFIES THAT

  	
  

  	
  CUSIP
  233256 10 6

  

  SEE REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  is the owner of

  	
   

  	
   

  
	
   

  
	
  FULLY PAID AND
  NONASSESSABLE SHARES OF COMMON STOCK, OF THE PAR VALUE OF $0.001 EACH, OF

  
	
   

  
	
  DMRC Corporation, transferable on the
  books of the Corporation by the holder hereof in person, or by a 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 <<Month Day, Year>>

  
	
   

  	
   

  
	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
  [SEAL]

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
  Chairman
  of the Board of Directors

  	
   

  	
  TRANSFER AGENT AND
  REGISTRAR,

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
  Treasurer

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  
														



 


1234567


 














 


DMRC
CORPORATION


 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE
HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT DATED AS
OF JULY 31, 2008 AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
(THE “RIGHTS AGREEMENT”), BETWEEN DMRC CORPORATION (“DMRC”) AND COMPUTERSHARE
TRUST COMPANY, N.A. (OR ANY SUCCESSOR THERETO), AS RIGHTS AGENT (OR BETWEEN
DMRC AND ANY SUCCESSOR RIGHTS AGENT UNDER THE RIGHTS AGREEMENT), THE TERMS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF DMRC.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES
AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.  DMRC WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR.  RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.


 


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 AS ESTABLISHED, FROM TIME TO
TIME, BY THE CERTIFICATE OF INCORPORATION OF THE CORPORATION AND BY ANY
CERTIFICATE OF DESIGNATION, AND THE NUMBER OF SHARES CONSTITUTING EACH CLASS AND
SERIES AND THE DESIGNATIONS THEREOF, MAY BE OBTAINED BY THE HOLDER HEREOF
UPON REQUEST AND WITHOUT CHARGE FROM THE CORPORATION AT ITS PRINCIPAL OFFICE.


 


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 Act

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
  JT
  TEN

  	
  -

  	
  as joint tenants with
  right of survivorship

  	
  UNIF TRF MIN ACT

  	
  Custodian (until
  age    )

  
	
   

  	
   

  	
  and not as tenants in
  common

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers
  to Minors Act

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

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

  



 


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	
  For value
  received,                                                        hereby
  sell, assign and transfer unto

  	
   

  



 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL
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:

  	
   

  	
  20

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  
	
   

  	
   

  	
   

  	
  THE SIGNATURE(S) SHOULD
  BE GUARANTEED BY AN 

  
	
   

  	
   

  	
   

  	
  ELIGIBLE
  GUARANTOR INSTITUTION (Banks, 

  
	
  Signature:

  	
   

  	
   

  	
  Stockbrokers, Savings and
  Loan Associations and Credit 

  
	
   

  	
  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.

  	
   

  	
  Unions) WITH MEMBERSHIP IN AN
  APPROVED 

  SIGNATURE GUARANTEE MEDALLION PROGRAM, 

  PURSUANT TO S.E.C. RULE 17Ad-15.