Exhibit 4.1 NVE CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA AUTHORIZED: 30,000,000 COMMON SHARES, $.01 PAR VALUE Number Shares SEE REVERSE FOR CERTAIN DEFINITIONS ____________________ | CUSIP 629445 10 7 | |____________________| This Certifies that ____________________________________________________ is the registered holder of ____________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE OF NVE Corporation transferable only on the books of the Company in person or by attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company. Dated: - ---------------------------- ---------------------------- Secretary (Corporate Seal) President/CEO COUNTERSIGNED: CORPORATE STOCK TRANSFER, INC. 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209 By:__________________________________________________ Transfer Agent and Registrar Authorized Officer NVE Corporation Corporate Stock Transfer, Inc. TRANSFER FEE: As Required - ------------------------------------------------------------------------------- The following abbreviations, when used in the inscription on the face of the 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 for_______ (Cust.) (Minor) TEN ENT __as tenants by the entireties under Uniform Gifts to minors JT TEN __as joint tenants wit right of Act of_______________________ survivorship and not as tenants (State) in common 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 type name and address 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_______________ 20__ SIGNATURE GUARANTEED: X_____________________________ X_____________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. 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.