1 Exhibit 4.1 [MANCHESTER EQUIPMENT CO., INC. COMMON STOCK CERTIFICATE] MANCHESTER EQUIPMENT CO., INC. NUMBER SHARES MEC INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 562154 10 4 - -------------------------------------------------------------------------------- THIS CERTIFIES that is the owner of - -------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF MANCHESTER EQUIPMENT CO., INC. transferable only on the books of the corporation by the holder hereof in person or by a duly authorized attorney upon surrender of this certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Register. IN WITNESS WHEREOF, the corporation has caused this certificate to be signed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the corporation. Dated: /s/ JOEL G. STAMPLE /s/ BARRY STEINBERG VICE PRESIDENT AND SECRETARY CHAIRMAN OF THE BOARD AND PRESIDENT [MANCHESTER EQUIPMENT CO., INC. CORPORATE SEAL] COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE ------------------------------------------------------------------ | AMERICAN BANK NOTE COMPANY NOV 6, 1996fm | | 9504 ATLANTIC AVENUE | | SUITE 12 | | LONG BEACH, CA 90807 047326fc | | (310) 989-2333 | | (FAX) (310) 426-7450 308-19x PROOF [INITIALS] REV 1 | ------------------------------------------------------------------ 2 This corporation is authorized to issue shares of both common and preferred stock. This corporation will furnish to each shareholder of record, without charge, on written request to this corporation at its principal place of business or registered office, a full statement of all the designations, relative rights, preferences and limitations applicable to each class or series and the variations and rights, preferences and limitations determined for each class or series and the authority, if any, of the Board of Directors of this corporation to determine variations for any class or 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_______ (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of Act________________________ 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 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 ____________________________ ______________________________________________________________________ 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 17 Ad-15. __________________________________________ AMERICAN BANK NOTE COMPANY NOV 5, 1996 dw 3504 ATLANTIC AVENUE SUITE 12 LONG BEACH, CA 90807 047326bk (310) 989-2333 (FAX) (310) 426-7450 proof DT NEW _________________________________________