exhibit41.htm


    EXHIBIT
4.1

    


    


    [FACE OF
CERTIFICATE]

    


    COMMON
STOCK

    


    Vignette

    


    $.01 PAR
VALUE

    


    ET

    


    (INCORPORATED
UNDER THE LAWS

    OF THE
STATE OF MISSOURI)

    


    


    THIS
CERTIFICATE IS TRANSFERABLE IN

    CRANFORD,
NJ OR NEW YORK, NY

    


    CUSIP
296315 10 4

    SEE
REVERSE FOR CERTAIN DEFINITIONS

    


    ESCO
TECHNOLOGIES INC.

    


    


    This
Certifies that

    


    is the
owner of

    


    


    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

    


    Esco
Technologies Inc., transferable in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the articles of incorporation and by-laws of the company, as amended, to all
of which the holder by acceptance hereof, assents. This certificate is not valid
until countersigned and registered by the Transfer Agent and
Registrar.

           In
Witness Whereof, the company has caused this certificate to be signed in
facsimile by its duly authorized officers and a facsimile seal of the company to
be hereunto affixed.

    Dated:

    


     [SIGNATURE]

    SECRETARY

    


    [SEAL]

    


    [SIGNATURE]

    CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

    


    Countersigned
and Registered:

    REGISTRAR
AND TRANSFER COMPANY

    BY

    


    TRANSFER
AGENT

    AND
REGISTRAR

    


    


    


    AUTHORIZED
SIGNATURE

    


    


    


    


    [REVERSE
OF CERTIFICATE]

    


    ESCO
TECHNOLOGIES INC.

    


          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

    TOD           -transfer
on death direction in the event of owner’s death, to

             person
named on face

    


    


    UNIF TRAN
MIN ACT–_______as Custodian for___________   (Cust) (Minor)

                               under
Uniform Gifts to Minors

                               Act_____________

                                     (State)

    


    UNIF TRAN
MIN ACT-_______as Custodian for__________

                     (Cust)                                           (Minor)

    under
Uniform Transfers to Minors Act

    Act_____________

                                     (State)

    


    Additional
abbreviations may also be used though not in the above list.

    For Value
Received, the undersigned hereby sells, assigns and transfers unto

    


    PLEASE INSERT SOCIAL SECURITY OR
OTHER

    IDENTIFYING NUMBER OF
ASSIGNEE

    


    


    


    


    


    


    


     
 

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

     
 

     
 

     Shares

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

     Attorney

    to
transfer the said shares on the books of the within-named Company with full
power of substitution in the premises.

    Dated

    SIGNATURE(S)

    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)

    


    


    


    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
17Ad-15.