SPECIMEN CERTIFICATE FOR SHARES OF COMMON STOCK



 Exhibit 4.1 
  


	 NUMBER
 PCV
	 	[CEVA logo]	 	SHARES
	 	 	 	 	 
	 INCORPORATED UNDER THE LAWS OF
 THE STATE OF DELAWARE
	 	CEVA, Inc.	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 	 	 
	 	 	 	 	CUSIP 157210 10 5

  
 This certifies that 

 
 Is the record holder of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER
SHARE, OF 
  
 CEVA, Inc. 
  
 transferable 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 registered by the Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 CEVA, Inc. 
 CORPORATE 
 SEAL 
 November 22, 1999 
 DELAWARE 
  

	CHIEF FINANCIAL OFFICER	  	CHAIRMAN OF THE BOARD OF DIRECTORS
	 	  	 
	COUNTERSIGNED AND REGISTERED	  	COUNTERSIGNED AND REGISTERED
	CAPITA IRG	  	AMERICAN STOCK TRANSFER AND TRUST COMPANY
	TRANSFER AGENT	  	TRANSFER AGENT
	AND REGISTRAR	  	AND REGISTRAR
	 	  	 
	BY            	  	 BY            

	 	  	 
	AUTHORIZED SIGNATURE	  	AUTHORIZED SIGNATURE

  
 The Corporation
shall 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  	  	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(s), assign(s)
and transfer(s) 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 
  

	 	 	 X

	 	 	 
	 	 	 X

	 	 	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.