Exhibit 4.1


 


	
  

  	
   

  	
  

  	
   

  	
  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  	
  AVIZA
  TECHNOLOGY, INC.

   

  	
   

  	
  CUSIP 05381A 10 5

  
	
   

  	
   

  	
  INCORPORATED UNDER THE LAWS
  OF THE STATE OF DELAWARE

  	
   

  	
  SEE REVERSE FOR CERTAIN
  DEFINITIONS

  



 


This Certifies that


 


SPECIMEN


 


is the record holder of


 


FULLY PAID
AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.0001 PER SHARE, OF


Aviza
Technology, Inc.


 


(the “Corporation”) 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 or assigned.


 


This Certificate and the
shares represented hereby shall be held subject to all of the provisions of the
Certificate of Incorporation and the Bylaws of said Corporation and any
amendments thereto, a copy of each of which is on file at the office of the
Corporation and made a part hereof as fully as though the provisions of said
Certificate of Incorporation and Bylaws were imprinted in full on this
Certificate, to all of which the holder of this Certificate, by acceptance
hereof, assents and agrees to be bound.


 


This Certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.


 


WITNESS the facsimile
signatures of the duly authorized officers of the Corporation.


 


Dated:


 


	
   

   

   

   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   President and Chief Executive Officer

  



 


 


	
  COUNTERSIGNED AND REGISTERED.

  
	
   

  
	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
   

  
	
  TRANSFER AGENT

  
	
  AND REGISTRAR

  
	
  BY

  
	
   

  
	
   

  
	
  AUTHORIZED SIGNATURE

  



 


AMERICAN BANK NOTE COMPANY.


 





















 


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 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
  STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
  INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

  	
   

  
							



 


 


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.