exv4w1



 






Exhibit 4.1




[LOGO]




	 	 	 	 	 
	NUMBER

	 	 	 	SHARES
	AS
	 	 	 	 
	COMMON STOCK

	 	AETHER HOLDINGS, INC.
	 	CUSIP
	PAR VALUE $0.01

	 	 	 	SEE REVERSE FOR CERTAIN
	DEFINITIONS
	 	 	 	 






INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY



This Certifies that _____________________________________________________________________________

is the owner of




FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,

PAR VALUE $0.01 PER SHARE, OF

AETHER HOLDINGS, INC.



(the “Corporation”), a Delaware corporation. The Shares represented by this certificate are
transferable only on the stock transfer books of the Corporation by the holder of record hereof, or
by his duly authorized attorney or legal representative, upon the surrender of this certificate
properly endorsed. This certificate is not valid until countersigned and registered by the
Corporation’s transfer agent and registrar.




     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the
facsimile signature of its duly authorized officers and has caused a facsimile of its corporate
seal to be hereunto affixed.



Dated:



	 	 	 	 	 	 
	 	[SIG]
	 	[SEAL]	 	[SIG]
	 	Secretary
	 	 	 	Chairman and Chief Executive Officer






Countersigned and Registered:



	 	 	 	 	 	 
	 
	 	BANKBOSTON, N.A.
	 
	 	 	 
	By
	[SIG]	 	Transfer Agent and Registrar,
	 
	 	Authorized Signature	 






AETHER HOLDINGS, INC.



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 Corporation will furnish to any stockholder upon request and without charge a full
statement of the powers, designations, limitations and relative, participating, optional or other
special rights of the shares of each class authorized to be issued, the qualifications, limitations
and restrictions of such preferences and rights, the variations in the relative rights and
preferences between shares of any series of any authorized preferred class so far as they have been
fixed and determined, and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series of any such preferred class.



     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:



	 	 	 	 	 	 
	 	TENN COM — as tenants in common

	 	 	UNIF GIFT MIN ACT—......CUSTODIAN.	 
	 	TEN ENT — as tenants by the entireties

	 	 	(Cust) (Minor)	 
	 	JT TEN — as joint tenants with right
of survivorship and not as tenants in common

	 	 	under Uniform Gifts 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 Common Stock represented by the within

Certificate, and do hereby irrevocably constitute and appoint______________________________________________________

Attorney to transfer the said shares on the books to the within-named Corporation with full power
of substitution in the premises.



DATED

_________________________________




_____________________________________

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.