Form of Common Stock Certificate



 Exhibit 4.1 
  

COUNTERSIGNED AND REGISTERED: 
  
 MELLON INVESTOR SERVICES, L.L.C. 
 TRANSFER
AGENT AND REGISTRAR 
  

					
	 	 	 	 	AUTHORIZED SIGNATURE
			
	NUMBER	 	 	 	SHARES
	 SMDI-
	 	SIRENZA	 	 
	 	 	MICRODEVICES	 	 
	 This Certificate is Transferable
	 	 	 	CUSIP 82966T 10 6
	 in the Cities of Ridgefield Park,
	 	 	 	SEE REVERSE FOR CERTAIN
	 N.J. or New York, N.Y.
	 	 	 	DEFINITIONS

  
 INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES
THAT 
  
 is the record holder of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE

  
 PER SHARE, OF 
  
 SIRENZA MICRODEVICES, INC 
  
 transferable only on the books of the Corporation by the holder hereof 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 Registrar. 
  

WITNESS the facsimile signatures of its duly authorized officers. 
  

					
	 Dated:
	 	[SEAL]	 	 
			
	 /s/ ROBERT VAN BUSKIRK

	 	 	 	 /s/ JOHN OCAMPO


	 PRESIDENT AND CHIEF EXECUTIVE OFFICER
	 	 CHAIRMAN OF THE BOARD


  
 SIRENZA MICRODEVICES,
INC. 
  
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS, SUCH REQUEST MUST BE MADE TO THE CORPORATION’S SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. 







 Keep this Certificate in a safe place. If it is lost, stolen or destroyed, the Corporation will require a
bond of indemnity as a condition to the issuance of a replacement certificate. 
  
 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 right of


 survivorship and not as tenants in common 
  
 UNIF GIFT MIN ACT -
                             (Cust) Custodian
                             (Minor) under Uniform Gifts to Minors Act
                             (State) 
  
 UNIF TRF MIN ACT -
                             (Cust) Custodian (until age
            )
                             (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, 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(S))
  
 _________________________________________________________________________________________________________ 
  
 __________________________________________ Shares represented by the within Certificate,
and do hereby irrevocably constitute and appoint _______________________________________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated __________________________________________ 

 
 _______________________________________________ 







 NOTICE: THE SIGNATURE OF 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. 
  
 In presence of 
  
 __________________________________________ 
  
 __________________________________________ 
  
 Signature(s) Guaranteed 
  
 By

  
 _________________________________________________________________________________________________________ 
 THE SIGNATURES 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.