exv4w1







Exhibit 4.1






	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWAREZ*’transferable 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 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:&SECRETARYCHIEF EXECU
TIVE OFFICERFULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OFFINISAR CORPORATION^?TM& M^%%1~-seal: ^iSOS. 8, ; . f*!%* 1999 *£ ^*""«*-a^ SfMw^V^; *««»«*»«**© SECURITY-COLUMalAN            UNITED STATES BANKNOTE CORPORATIONIM^eci«^ot*§ EPTEMBER ‘ CORPORATIB 00267 a. dcioc UJ W OC W LL H O 2 UJ 0.o fe
l O OC 0. IB 1 1-490-7660 | ‘=iuj CO O) Jaw §Z UJ CO DC UJ C DC Z CO O 1— UJ COZ 1- p i o o 5 a J m £§ O 8 i i i I c 1 S 5Q            y













 







FINISAR CORPORATION




     The Corporation will furnish to any stockholder, upon request and without charge, 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, insofar as the same shall have been fixed, and of
the authority of the Board of Directors to designate any preferences, rights and limitations of
any wholly unissued series. Any such request should be directed to the Secretary of the
Corporation at the principal office of the Corporation.



     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
in common









	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)






	 	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors
	 

	 	Act	 

	 	 	 	 
	 	 	(State)







	 	 	 	 	 	 	 	 
	UNIF TRF MIN ACT —

	 	 	 	Custodian (until age	 	 	)
	 

	 	 
	 	 	 	 	 
	 

	 	(Cust)	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	under Uniform Transfers
	 

	 	 	 	 	 	 
	 

	 	(Minor)	 	 	 	 
	 

	 	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 TYPE NAME AND ADDRESS, INCLUDING 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                                                             




	 	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 

	 	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 WHATEVER.







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 MEDALLION SIGNATURE
GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.







     This certificate also evidences and entitles the holder hereof to certain Rights as set
forth in the Rights Agreement between Finisar Corporation and American Stock Transfer & Trust
Company, as Rights Agent, dated as of September 25, 2002, as the same may be amended from time to
time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy
of which is on file at the principal executive office of Finisar 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. Finisar Corporation will mail
to the holder of this certificate a copy of the Rights Agreement without charge after receipt by
it of a written request therefor. Under certain circumstances as provided in the Rights
Agreement, Rights issued to, beneficially owned by or transferred to any person who is or becomes
an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined
in the Rights Agreement) thereof and certain transferees thereof will be null and void and will
no longer be transferable.