exv4w1



 




Exhibit 4.1





			
	COMMON STOCK
	 	COMMON STOCK










INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	 	 	 	 	 
	NUMBER

	 	 
	 	SHARES






     GOLF-



	 	 	 	 	 
	SEE
REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS

	 	 
	 	CUSIP






THIS CERTIFIES THAT




 
 
 




is the owner of



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

============================GOLFSMITH INTERNATIONAL HOLDINGS, INC.============================




transferable only 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 until countersigned and registered by the Transfer Agent and Registrar.




     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.



DATED:










					
	 	TREASURER
	 	PRESIDENT	 






GOLFSMITH INTERNATIONAL HOLDINGS, INC.

CORPORATE SEAL

2002

DELAWARE




			
	 
	 	COUNTERSIGNED AND REGISTERED:          
	 
	 	NATIONAL CITY
BANK          
	 
	 	Cleveland, Ohio






TRANSFER
AGENT AND REGISTRAR




BY



AUTHORIZED SIGNATURE




 









 








Golfsmith International Holdings, Inc.




     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS 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. SUCH REQUEST MUST BE MADE TO THE CORPORATION’S TREASURER AT THE PRINCIPAL EXECUTIVE
OFFICE OF THE CORPORATION.



     Keep this Certificate in a safe place. If it is lost, stolen or destroyed, the Corporation
will require a bond of indemnity as a condition to the issuance of a replacement certificate.



     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                    Minor
	TEN ENT

	 	- as tenants by the entireties
	 	     (Cust)           (Minor)
	 

	 	 
	 	under Uniform Gifts to Minors
	JT TEN

	 	- as joint tenants with right
	 	Act                                                            
	 

	 	of survivorship and not as
	 	                    (State)
	 

	 	tenants in common
	 	UNIF TRF MIN ACT-
	 

	 	 	 	                    Custodian (until age                     )
	 

	 	 	 	     (Cust)
	 

	 	 	 	                                        under Uniform
	 

	 	 	 	     (Minor)
	 

	 	 	 	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 NUMBER

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE





	 	 	 
	 

	 	 














 



(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASIGNEE(S))



 



 



Shares



 



represented by the within
Certificate, and do(es) hereby irrevocably
constitute and appoint




Attorney



 



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

 






	 
	Dated           
    
                      
    
                    
                     
           







In the Presence of



 






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 17 Ad-15.








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 WHATSOEVER.