Mips Technologies Inc – IPO: ‘S-1’ on 4/21/98 – EX-4.1

As of:  Tuesday, 4/21/98   ·   Accession #:  929624-98-795   ·   File #:  333-50643

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                 88    545K 
 2: EX-3.1      Certificate of Incorporation of the Registrant        12     43K 
 3: EX-3.2      By-Laws of the Registrant                             16     61K 
 4: EX-4.1      Form of Common Stock Certificate                       2      9K 
 5: EX-5.1      Opinion of Shearman & Sterling                         2     10K 
 6: EX-10.2     Form of Corporate Agreement                           24     90K 
 7: EX-10.3     Form of Management Services Agreement                 11     41K 
 8: EX-10.4     Form of Tax Sharing Agreement                         10     34K 
 9: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
10: EX-27.1     Financial Data Schedule                                2      8K 

EX-4.1   —   Form of Common Stock Certificate

EX-4.1
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                                                                     EXHIBIT 4.1

[FRONT SIDE OF STOCK CERTIFICATE] 
COMMON STOCK                                               COMMON STOCK         

NUMBER                                               SHARES         

INCORPORATED UNDER THE LAWS                 THIS CERTIFICATE IS TRANSFERRABLE IN
OF THE STATE OF DELAWARE                                 NEW YORK, NY           

MIPS TECHNOLOGIES, INC. 

THIS IS TO CERTIFY THAT                                    CUSIP                

                                                     SEE REVERSE FOR
                                                         CERTAIN DEFINITIONS

IS THE OWNER OF                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01   
EACH OF                                                                         

MIPS Technologies, Inc., 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 unless            
countersigned by the Transfer Agent and registered by the Registrar.            

Witness the seal of the Corporation and the signatures of its duly  
authorized Officers.                                                            

Dated                                       COUNTERSIGNED AND REGISTERED:       
                                     [                           ]
                                                TRANSFER AGENT
                                               AND REGISTRAR
          By

CHAIRMAN AND CHIEF EXECUTIVE OFFICER        Authorized Signature                
SECRETARY                                                 

                        [CORPORATE SEAL]______________________

EX-4.1
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[REVERSE SIDE OF STOCK CERTIFICATE] 

MIPS Technologies, Inc. 

The Corporation will furnish without charge to each stockholder who so
requests a statement of the designations, powers, preferences and relative      
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions  
of such preferences and/or rights.  Such request may be made to the Corporation 
or the Transfer Agent.                                                          

 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________
                                                         (Cust)        (Minor)
                                                   under Uniform gifts to Minors
TEN ENT - as tenants in the entireties             Act__________________________
                                                   (State)

UT TEN  - as joint tenants with the right                                       
of survivorship and not as                                  
tenants in common                                           

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

For value received, the undersigned hereby sells, assigns and transfers 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 capital 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.