exv4w1



 





Exhibit 4.1



	 	 	 
	NUMBER	 

	SHARES





	 	 	 
	THIS
CERTIFIES THAT:
	INCORPORATED UNDER THE LAWS
OF THE STATE OF
FLORIDA
 
COMMON STOCK	SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP
254575 10 3

























is the owner of




FULLY PAID
AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF



DIRECTED
ELECTRONICS, 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 Florida and to the
Articles of Incorporation and Bylaws of the Corporation, as now or
hereafter amended.
This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.



     WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.



DATED:










	 	 
	PRESIDENT	SECRETARY





 


 


[DIRECTED  ELECTRONICS, INC. CORPORATE SEAL]




 



COUNTERSIGNED
AND REGISTERED:

                    AMERICAN
STOCK TRANSFER

                    AND TRUST COMPANY



TRANSFER
AGENT

AND REGISTRAR




AUTHORIZED
SIGNATURE



 













 





THIS
CERTIFICATE EVIDENCES SHARES OF COMMON STOCK OF THE CORPORATION. OTHER
CLASSES OF SHARES OF THE CORPORATION ARE OR MAY IN THE FUTURE BE
AUTHORIZED AND THOSE CLASSES MAY CONSIST OF ONE OR MORE SERIES OF
SHARES EACH WITH DIFFERENT RELATIVE RIGHTS, PREFERENCES, AND
LIMITATIONS. THE
CORPORATION WILL FURNISH TO ANY SHAREHOLDER, 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 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)











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 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.






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.