Exhibit 4.1


 


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED MARCH [●], 2014 (THE “PROSPECTUS”) AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE
SUBSCRIPTION AGENT, BY CALLING (855) 793-5068.


 


PRO-DEX, INC.


Incorporated under the laws of the State
of California


 


NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of


Common Stock, no Par Value per share,
of Pro-Dex, Inc.


 


Subscription Price: $1.90 per full share
of Common Stock


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF
NOT EXERCISED ON OR BEFORE


5:00 P.M., NEW YORK CITY TIME, ON APRIL 25,
2014


 


REGISTERED OWNER:
                                                                  NUMBER OF RIGHTS:                                                               


 


THIS CERTIFIES THAT the registered
owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”)
set forth above. The Rights entitle the holder thereof to subscribe for and purchase shares of common stock, no par value per share
(the “Common Stock”), of Pro-Dex, Inc., a Colorado corporation (the “Company”), at a subscription price
of $1.90 per full share of Common Stock, pursuant to a rights offering (the “Rights Offering”), on the terms and subject
to the conditions set forth in the Prospectus. There is no over-subscription privilege in this Rights Offering.


 


The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by returning
the full payment of the subscription price for each share of Common Stock in accordance with the instructions contained herein.


 


The contractual rights of this Subscription
Rights Certificate, including without limitation the offer and acceptance of this Subscription Rights Certificate, shall be governed
by the laws of the State of California, without reference to California’s conflicts of laws principles. As described in the
Prospectus, the Company may, in its sole discretion, cancel the Rights Offering at any time and for any reason. The number of shares
subscribed for pursuant to this Subscription Rights Certificate is subject to reduction as a result of Tax Attribute Considerations as
described in the Prospectus.


 


This Non-Transferable Subscription Rights
Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent. Witness the
seal of Pro-Dex, Inc. and the signatures of its duly authorized officers:


 


 


DATED: March [●], 2014


 


	 	 	 
	President and Chief Executive Officer	 	Chief Operating Officer


 


 


	 


 




    	 



    	 



    

 


DELIVERY OPTIONS
FOR NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Deliver other than in the manner or to the addresses listed
below will not constitute valid delivery.


 


	
        If delivering by hand or
        overnight courier:

         
	If delivering by first class mail:
	
        Broadridge Corporate Issuer
        Solutions, Inc.

        Attention: Reorganization Department

        1981 Marcus Avenue, Suite 100

        Lake Success, NY 11042
	
        Broadridge Corporate Issuer
        Solutions, Inc.

        Attention: Reorganization Department

        P.O. Box 1317

        Brentwood, NY 11717-0693



 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY


 


FORM 1 – EXERCISE OF SUBSCRIPTION
RIGHTS


To subscribe for shares of Common Stock
pursuant to your Rights, please complete blank information below and sign under Form 3. If you do not indicate the number of Rights
being exercised, or if you do not forward the full subscription payment for the number of Rights shares that you indicate are being
exercised, then you will be deemed to have exercised the maximum number of Rights that may be exercised with the aggregate subscription
payment you delivered to the Subscription Agent. Fractional shares of our Common Stock resulting from the exercise of Rights will
be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Any
excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.


 


	I subscribe for 	 	shares x $1.90 per share = $	 
	 	(no. of new shares)	 	(amount enclosed)




 


All payments must be made in U.S. dollars by cashier’s
or certified check drawn upon a U.S. bank payable to “Broadridge Corporate Issuer Solutions, Inc. (acting as Subscription
Agent for Pro-Dex, Inc.)”. The Subscription Agent will not accept payment by any other means.


 


FORM 2 – DELIVERY
TO DIFFERENT ADDRESS


If you wish for the Common
Stock underlying your Rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate,
please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.


________________________________________


________________________________________


________________________________________


 


FORM 3 – SIGNATURE


TO SUBSCRIBE: I acknowledge
that I have received the Prospectus for the rights offering and I hereby irrevocably subscribe for the number of shares indicated
under Form 1 above on the terms and conditions specified in the Prospectus. This Form 3 must be signed by the registered holder(s)
exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s)
by documents transmitted herewith.


 

	Signature(s): ___________________________________	 	Signature(s): ___________________________________
	 	 	 
	Date: _________________________________________	 	Daytime Telephone Number: _______________________







  


IMPORTANT: The signature(s)
must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.


 


FORM 4 – SIGNATURE
GUARANTEE


This form must be completed if you have completed
any portion of Form 2.


 


	Signature Guaranteed:	 	 	By:	 
	 	(Name of Bank or Firm)	 	 	(Signature of Officer)




 


IMPORTANT: The signature(s)
should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union)
with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


 


 


FOR INSTRUCTIONS ON THE USE OF NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT, AT (855) 793-5068
(TOLL-FREE). THE RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 25, 2014, AND THIS NON-TRANSFERABLE SUBSCRIPTION
RIGHTS CERTIFICATE IS VOID THEREAFTER.