EXHIBIT 4.1 COMMON STOCK COMMON STOCK NUMBER SHARES [METAWAVE COMMUNICATIONS CORPORATION LOGO] See Reverse for Certain Definitions This Certificate is transferable CUSIP 591409 10 7 in New York, N.Y. and Ridgefield Park, N.J. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE, OF METAWAVE COMMUNICATIONS CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated:_________________________ [METAWAVE COMMUNICATIONS CORPORATION Corporate Seal] /s/ DOUGLAS O. REUDINK /s/ KATHRYN SURACE-SMITH /s/ ROBERT HUNSBERGER Chairman Secretary President and Chief Executive Officer COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, LLC TRANSFER AGENT AND REGISTRAR BY:__________________________________ AUTHORIZED SIGNATURE The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation'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 under Uniform Gifts to Minors Act survivorship and not as tenants in _________________________________ common (State) UNIF TRF MIN ACT Custodian (until age ) -------- -- (Cust) under Uniform ------------------- (Minor) 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 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 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. 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.