Exhibit 4.4

 

	
 
    	
 

 


    	
COMMON STOCK

 

THIS CERTIFICATE IS TRANSFERABLE
   IN CANTON, MA AND NEW YORK, NY
    
	
 
    	
 
    	
 
    
	
Certificate

Number

 

 
    	
 
    	
Shares
    
	
 
    	
VITESSE SEMICONDUCTOR CORPORATION

INCORPORATED   UNDER THE LAWS OF THE STATE OF DELAWARE
    	
 
    
	
This is to Certify that
    	
***
    	
CUSIP  928497 30 4

 
    
	
 
    	
 
    	
SEE REVERSE FOR CERTAIN DEFINITIONS

 

 
    
	
is the record holder of
    	
***
    	
TRANSFER OF THIS CERTIFICATE
   IS RESTRICTED SEE LEGEND ON REVERSE SIDE
    
	
 
    	
 
    	
 
    
	
FULLY PAID AND   NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF
    
	
 
    	
 
    	
 
    
	
Vitesse Semiconductor Corporation transferable on the books of the   Corporation by the holder hereof in person or by duly authorized attorney,   upon surrender of this certificate duly endorsed.  This certificate is not valid until   countersigned and registered by the Transfer Agent and Registrar.
    
	
 
    
	
IN WITNESS WHEREOF the Corporation has caused this   certificate to be signed in facsimile by its duly authorized officers and   sealed with a facsimile of its corporate seal.
    
	
 
    
	
 

                                                                        

Chief Executive Officer
    	
 

SEAL
    	
DATED:                                                           

 

COUNTERSIGNED AND REGISTERED

COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR
    
	
                                                                        

Chief Financial Officer
    	
 
    	
By                                                                    

AUTHORIZED   SIGNATURE
    
					


 




 










 

	
VITESSE SEMICONDUCTOR CORPORATION
    
	
 
    
	
The   Corporation is authorized to issue two classes of stock, Common Stock and   Preferred Stock.  The Board of   Directors of the Corporation has the power to fix the number of shares and   the designation of a series of Preferred Stock an to determine or alter the   rights, preferences, privileges and restrictions granted to or imposed upon   any unissued series of Preferred Stock.
    
	
 
    
	
A statement   of the rights, preferences, privileges and restrictions granted to or imposed   upon the respective classes or series of shares of stock of the Corporation   and upon the holders thereof as established by the Certificate of   Incorporation or by any certificate of determination of preferences, and the   number of shares constituting each series or class and the designations   thereof, may be obtained by any stockholder of the Corporation upon request   and without charge from the Secretary of the Corporation at the principal   office of the Corporation.
    
	
 
    
	
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.
    
	
 
    
	
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
    	
UNIF GIFT MIN ACT -   ..........................Custodian.........................

                                (Cust)                                                            (Minor)

                under   Uniform Gifts to Minors Act ........................................

                                                                                (State)

UNIF TRF MIN ACT -   .................................Custodian (until age ....................... (Minor) Under Uniform Transfers to   Minors Act                                         (state)
    
	
Additional   abbreviations may also be used though no in the above list
    	
 
    
	
 
    	
 
    
	
 
    	
PLEASE   INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
    
	
 

For value   received                                                               hereby   sell, assign and transfer unto
    	
 
    
	
 

(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 in the books of the within names Corporation with   full power of substitution in the premises.
    
	
 
    
	
 
    
	
Dated:                                                   ,   20    
    	
 
    	
Signature(s) Guaranteed:  Medallion Guarantee Stamp
    
	
 
    	
 
    	
THE   SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARNATOR INSTITUTION   (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH   MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDIALLION PROGRAM PURSUANT TO   S.E.C. RULE 17Ad-15.
    
	
Signature:                                                                                          
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Signature:

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.
    	
 
    	
 
    
	
THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE RECEIVED BY THE   HOLDER  IN A DISTRIBUTION FROM THE   ORIGINAL HOLDER THEREOF, AND ANY RESALES OF THESE SHARES PURSUANT TO RULE 144   UNDER THE SECURIIES ACT OF 1933, AS AMENDED, MUST BE AGREGATED WITH RESALES   BY OTGHER RECIPEINTS OF SUCH DISTRIBUTION.