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Exhibit 4.1    
    



	COMMON STOCK

  

  

JS-	 	

 	 	COMMON STOCK
	

INCORPORATED UNDER THE

LAWS OF THE STATE OF DELAWARE	
 	

 	
 	

SEE REVERSE FOR

CERTAIN DEFINITIONS
	

 	
 	

 	
 	

 	
 	
CUSIP 47214U 10 6


	
This Certifies that	
 	

 	
 	

 	
 	

 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	

Is the record holder of	
 	

 	
 	

 	
 	

 
	

 	
 	
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF	
 	

 
	

 	
 	
JAZZ SEMICONDUCTOR, INC.	
 	

 
	transferable on the books of Jazz Semiconductor, Inc. (hereinafter called the "Corporation") by the holder hereof, 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 subject to all the provisions of the Certificate of Incorporation and Bylaws of the Corporation and any amendment and/or restatement thereto, to all of which the
holder by acceptance hereof assents. This certificate is not valid unless countersigned by the Transfer Agent and Registrar.
	        IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by its duly authorized officers and to be sealed with the seal of the
Corporation.
	

Dated:	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

[SEAL]	
 	

 
	

/s/ Mark Becker	
 	

 	
 	

/s/ Shu Li
	Vice President, Finance,

Chief Financial Officer, Treasurer and Secretary	 	 	 	President and Chief Executive Officer
	

 	
 	

 	
 	

COUNTERSIGNED AND REGISTERED:	
 	

 
	 	 	 	 	            U.S. STOCK TRANSFER CORPORATION
	 	 	 	 	(Glendale, CA)
                                        TRANSFER
AGENT

AND REGISTRAR
	 	 	 	 	 	 	BY	 	 
	 	 	 	 	 	 	AUTHORIZED SIGNATURE











JAZZ SEMICONDUCTOR, INC.


        The
Corporation will furnish without charge to each stockholder who so requests 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. Such requests shall be made to the Corporations's Secretary 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	 	 	 	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)
	

 	

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT	

—	
 	

	
 	

Custodian (until age       )	
 	


	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act

    
 (State)




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


        FOR
VALUE RECEIVED,
                                         
                                          
                                          
                    hereby sell(s), assign(s) and transfer(s) 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 Common Stock represented by the within Certificate, and do(es) 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 WHATSOEVER.
	

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.	
 	

 
	    	 	 	 





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











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Exhibit 4.1