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EXHIBIT 4.1
[LOGO]
NUMBER SHARES
LTCW
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF FLORIDA CERTAIN DEFINITIONS
LET'S TALK CELLULAR & WIRELESS, INC.
CUSIP 527260 10 3
This Certifies that
Is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF
$.01 PER SHARE, OF
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- -------------------- LET'S TALK CELLULAR & WIRELESS, INC. ----------------------
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(hereinafter the Corporation.), transferable upon the books of Corporation by
the holder hereof in person or by a 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 Corporation, each as from time to
time amended, copies of which are on file with the Transfer Agent, 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. Witness
the facsimile seal of the Corporation and the facsimile signatures of the duly
authorized officers.
Dated:
[SEAL]
/s/ /s/
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CHAIRMAN CHIEF EXECUTIVE OFFICER
Cosignor and Registrar
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, New York) Transfer Agent
and Registrar
Registered Signature
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LET'S TALK CELLULAR & WIRELESS, INC.
The Corporation will furnish without charge to each shareholder who so requests the designations, relative rights,
preferences and limitations applicable to each class of shares and the variations in rights, preferences and limitations determined
for each series within a class (and the authority of the Board of Directors to determine variations for future series).
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
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TEN ENT -- as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of Act
survivorship and not as tenants -------------------------------
in common (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)
_________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________
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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 ___________________
________________________________________________________________
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: THE SIGNATURE(S) SHOULD 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.