Exhibit
4.1


 


TECHWELL, INC.


 


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)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNIF TRF MIN ACT-

  	
   

  	
  Custodian (until age

  	
   

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  
														



 


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

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  
	
  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) PURSUANT TO S.E.C. RULE 17Ad-15.

  
			



 


 

















 


	
  COMMON
  STOCK

  	
   

  	
  COMMON
  STOCK

  
	
  TW

  	
  

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE IN

  NEW YORK, NY AND RIDGEFIELD PARK, NJ

  	
  INCORPORATED UNDER THE LAWS OF THE STATE
  OF DELAWARE

  	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  CUSIP
  87874D 10 1

  



 


THIS CERTIFIES THAT


 


IS THE RECORD OWNER OF


 


FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF


	
   

  	
  TECHWELL, INC.

  	
   

  



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 until countersigned by the Transfer Agent and
registered by the Registrar.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  	
  

  	
  

  
	
   

  	
  SECRETARY

  	
   

  	
  PRESIDENT AND CHIEF
  EXECUTIVE OFFICER

  



 


	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
   

  
	
  MELLON
  INVESTOR SERVICES LLC

  	
   

  	
   

  
	
  TRANSFER AGENT AND
  REGISTRAR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED OFFICER