Exhibit 4.1


 





[GRAPHIC LOGO]


 





	NUMBER _________	SHARES ____________







 


MAJESCO


 


INCORPORATED UNDER THE
LAWS OF THE STATE OF CALIFORNIA


 


COMMON STOCK


 SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP _______________


 


[SPECIMEN]


 





This Certifies that _________________________________________


 


is the record holder of ______________________________________




 


FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK, $0.002 PAR VALUE PER SHARE OF


 


MAJESCO (the “Corporation”)


 


transferable on the books of the
Corporation 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.

 


In witness whereof, the Corporation
has caused this certificate to be signed by facsimile signatures of its duly authorized officers.


 





	
        Dated:________________________

         
	 	 	 	 	 	
        Countersigned and registered:

        (Transfer Agent)

        Transfer Agent and Registrar

        By:____________________

        Title:___________________

        

	 	 	 	 	 
	CHAIRMAN	 	 	 	SECRETARY







 




    	 



    	 



    




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 survivorship and not as tenants in common	 	
        under Uniform Gifts to Minors

        Act _____________

        (State)

	 	 	 
	 	 	 


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


 


Majesco


 


The Corporation will furnish
without charge to each shareholder who so requests the powers, designations, 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. This certificate and the shares represented hereby are issued and shall be held subject to all
the provisions of the Amended and Restated Articles of Incorporation of the Corporation and all amendments, restatements, amendments
and restatements and supplements thereto and resolutions of the Board of Directors, any related certificate or other instrument
authorized thereby providing for the issue of preferred stock (copies of which may be obtained from the secretary of the Corporation)
and all the provisions of the Amended and Restated Bylaws of the Corporation and all amendments, restatements, amendments and restatements
and supplements thereto, to all of which the holder of this certificate by acceptance hereof assents.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S)


 


	 	 
	 	 


 


	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL OR ZIP CODE, OF ASSIGNEE(S))
	 
	 


 


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(s) to this assignment must correspond with the name(s) 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 U.S. SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15).