Ex 4.1


 








 


NUMBER XG SHARES
SPECIMEN xG Technology, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS COMMON STOCK
CUSIP 98372A 30 9 This Certifies That: SPECIMEN – NOT NEGOTIABLE IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK OF $0.00001 PAR VALUE EACH OF xG Technology, Inc. Transferable on the books of the Corporation in person or by attorney
upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to
the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter
amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
JERSEY CITY, NJ TRANSFER AGENT BY: AUTHORIZED OFFICER CEO SPECIMEN NOT NEGOTIABLE CFO


 











    	 



    	 



    

 








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....................
Cust) (Minor) TEN ENT - as tenants by the entireties 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 TYPE 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 WHATSOEVER.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN
DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE
THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION
OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE
WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM. COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com