EXHIBIT 4.1


 


MINDSPEED TECHNOLOGIES, INC.


 


The Corporation will furnish
without charge to each stockholder who so requests, a copy of the provisions
setting forth the voting  powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof which the Corporation is authorized to issue, and
the qualifications, limitations or restrictions of such preferences and/or
rights. Any such request may be
addressed to the Secretary of the Corporation or to the Transfer Agent named on
the face hereof. 


 


This Certificate also
evidences and entitles the holder hereof to certain Rights as set forth (and as
defined) in a Rights Agreement  between the Corporation and Mellon Investor Services LLC, dated as of June 26,
2003, as amended (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
the Corporation. 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. The Corporation will mail to
the holder of this Certificate a copy of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement,
Rights issued to any person who
becomes an Acquiring Person (as defined in the Rights Agreement) may become
null and void.  


 


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

  	
   

  
	
  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 the 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

  	
   

  	
   

  
						



 


 


 


	
   

  	
   

  	
  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


 


 


	
  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 17Ad-15.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 




	
  AMERICAN
  BANK NOTE COMPANY 

  711 ARMSTRONG LANE

  COLUMBIA, TENNESSEE 38401

  (931) 388-3003

  	
   

  	
  PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720 

  PROOF OF: JUNE 20, 2008

  MINDSPEED TECHNOLOGIES, INC.

  TSB 30295 BK

  
	
   

  
	
   

  
	
   

  
	
  SALES: E. BUCKLEY 951-340-1950

  	
   

  	
  OPERATOR: AP

  
	
  7 / LIVE JOBS / M
  /Mindspeed 30295 BK

  	
   

  	
  Rev. 1

  






 

















 


	
  COMMON
  STOCK

  	
   

  	
  COMMON
  STOCK

  
	
  NUMBER

  	
   

  	
  SHARES

  



 


	
  MS

  	
   

  	
  MNDSPEED®

  



 


	
  TRANSFERABLE IN JERSEY CITY, NJ, 

  NEW YORK, NY AND PITTSBURGH, PA 

  	
   

  	
  MINDSPEED TECHNOLOGIES,
  INC.

  INCORPORATED IN
  DELAWARE 2001 

  	
   

  	
  CUSIP 602682 20 5

  SEE REVERSE FOR CERTAIN DEFINITIONS 

  



 


THIS CERTIFIES THAT


 


 


IS THE OWNER OF


 


 


FULLY PAID AND NONASSESSABLE
SHARES OF THE COMMON STOCK OF


Mindspeed
Technologies, Inc.


 


CERTIFICATE
OF STOCK


 


(hereinafter called the Corporation) transferable on the books of the
Corporation by said owner in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate is not valid until
countersigned by a Transfer Agent and registered by a Registrar. Witness the
seal of the Corporation and the signatures of its duly authorized officers.


 


 


	
  Dated

   

  COUNTERSIGNED AND REGISTERED:

  MELLON
  INVESTOR SERVICES LLC

  TRANSFER AGENT AND
  REGISTRAR,

   

   

   

  BY

   

   

  AUTHORIZED SIGNATURE

  	
   

   

   

  [SEAL]

  	
  

  CHAIRMAN OF THE BOARD

   

  

  SECRETARY

  



 


 




	
  AMERICAN
  BANK NOTE COMPANY

  711 ARMSTRONG LANE

  COLUMBIA, TENNESSEE 38401

  (931) 388-3003

  	
   

  	
  PRODUCTION COORDINATOR: TODD DEROSSETT 931-490-1720

  PROOF OF: JUNE 24, 2008

  MINDSPEED TECHNOLOGIES, INC.

  TSB
  30295 FC

  
	
   

  
	
   

  
	
   

  
	
  SALES: E. BUCKLEY 951-340-1950

  	
   

  	
  OPERATOR: AP/DC

  
	
  7 / LIVE JOBS / M
  /Mindspeed 30295 FC

  	
   

  	
  Rev. 2

  






 


COLORS
SELECTED FOR PRINTING: Logo prints in PMS 138 orange and cool gray 9. Screened
Background is cool gray 9 at 7%. Intaglio prints in SC-7 dark blue.


 


COLOR: This
proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on
the final product.


 


However, it
is not an exact color rendition, and the final printed product may appear
slightly different from the proof due to the difference between the dyes and
printing ink.