EXHIBIT 4.1 

	
  
COMMON STOCK
  	
   
 	
  
COMMON STOCK
  
	
  


  	
   
 	
  


  
	
   
 	
   
 	
   
 
	
  
NUMBER
  	
   
 	
  
SHARES
  
	
   
 	
  
NUVIM, INC.
  	
   
 
	
  
 NV- 
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 
	
  


  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
  	
  


  




 

	
   
 	
  
 CUSIP 67071X 10 0 
  
	
   
 	
  
SEE REVERSE FOR CERTAIN DEFINITIONS
  




THIS IS TO CERTIFY THAT


is the registered holder of


 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE, OF 


NUVIM, INC.


transferable on the share register of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall have the rights specified in and be held subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Corporation and any amendments thereof to all of which the holder of this certificate by acceptance hereof assents.


          This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.


          WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.


          Dated:


[corporate seal]

	
  
/s/ LAWRENCE E. HICKS
  	
   
 	
  
/s/ RICHARD P. KUNDRAT
  
	
  


  	
  
 
  	
  


  
	
  
Secretary
  	
   
 	
  
 Chairman of the Board and Chief Executive Officer 
  




COUNTERSIGNED AND REGISTERED:

	
  AMERICAN   STOCK TRANSFER & TRUST COMPANY
   (New York, N.Y.)
  	
  
 
  
	
  
 
  	
  
TRANSFER AGENT
  	
  
 
  
	
  
 
  	
  
AND REGISTRAR
  	
  
 
  
	
  
BY:
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
AUTHORIZED SIGNATURE
  	
  
 
  










NUVIM, INC.


The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 


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
  
	
  
TEN ENT –
  	
  
as tenants   by the entireties
  
	
  
JT TEN –
  	
  
as joint   tenants with rights of survivorship and not as tenants in common
  





	
  UNIF GIFT MIN ACT
  	
  
—
  	
   
 	
   
 	
   
 	
  
Custodian
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  


  	
   
 	
   
 	
   
 	
  


  
	
  
 
  	
   
 	
   
 	
  
(Cust)
  	
   
 	
   
 	
   
 	
  
(Minor)
  
	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
  	
   
 	
   
 	
  
under   Uniform Gifts to Minors Act
  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  
 
  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  


  	
   
 	
   
 	
   
 	
   
 
	
   
  	
   
 	
   
 	
  
(State)
  	
   
 	
   
 	
   
 	
   
 





	
  
UNIF TRF MIN ACT
  	
  
—
  	
   
 	
   
 	
   
 	
  
Custodian
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  


  	
   
 	
   
 	
   
 	
  


  
	
   
  	
   
 	
   
 	
  
(Cust)
  	
   
 	
   
 	
   
 	
  
(Minor)
  
	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  
under   Uniform Transfers to Minors Act
  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
   
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  


  	
   
 	
   
 	
   
 	
   
 
	
  
 
  	
   
 	
   
 	
  
(State)
  	
   
 	
   
 	
   
 	
   
 




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


FOR VALUE RECEIVED, ______________________________________________________________________________


hereby sell(s), assign(s), and transfer(s) unto


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


	
  


  	
  
 
  
	
  
 
  	
  
 
  
	
  


  	
  
 
  




	
  


  
	
  
 
  
	
  
 
  
	
  


  
	
  
(PLEASE PRINT NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
  




_________________________________________________________________________________________________  Shares of the common stock represented by the within Certificate, and do(es) 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:

	
  


  	
   
  
	
  (Signature must conform in   all respects to the name of Registered Holder as specified on the face of   this Warrant Certificate in every particular, without alteration or any   change whatsoever, and the signature must be guaranteed in the usual manner.)
  	
   
  



Signatures Guaranteed:

	
  


  	
   
  
	
  The   signatures should be guaranteed by an eligible institution (banks,   stockbrokers, savings and loan association and credit unions with membership   in an approved signature medallion program), pursuant to S.E.C. Rule 17Ad-15.
  	
   
  



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