EX-4.1



 Exhibit 4.1 
 SPECIMEN UNIT CERTIFICATE 
 NUMBER        
UNITS 
 U- 
 SEE REVERSE
FOR CERTAIN 
 DEFINITIONS 
 CUSIP 62945V  208 
 NV5 HOLDINGS, INC. 

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE 

OF COMMON STOCK 
 THIS
CERTIFIES THAT
                                        
                                         
    is the owner of
                                        
 Units. 
 Each unit (“Unit”) consists of one (1) share of common stock, $0.01 par value per share
(“Common Stock”), of NV5 Holdings, Inc., a Delaware corporation (the “Corporation”), and one (1) warrant to purchase one (1) share of Common Stock (“Warrant”). Each
Warrant entitles the holder to purchase one (1) share of Common Stock for $ per share (subject to adjustment). Each Warrant will become immediately exercisable beginning on
             (the “Separation Date”), and will expire on                  , 2018 or
earlier upon redemption. 
 The shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to the Separation Date. The terms of the Warrants are governed by a Warrant Agreement, dated as of                   , 2013, between the Corporation and
Registrar and Transfer Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are
on file at the office of the Warrant Agent at 10 Commerce Drive, Cranford, New Jersey 07016, and are available to any Warrant holder on written request and without cost. 
 This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation. 
 Witness the facsimile signature of its duly authorized officers. 
  

					
	  
	 		 	  

	President	 		 	Secretary

 Countersigned and Registered: 
  

			
	By:	 	  

		 	Registrar and Transfer Company








 NV5 HOLDINGS, 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 shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the Units represented hereby are issued and shall be held subject to the terms and
conditions applicable to the securities underlying and comprising the Units. 
 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	 	  

		 		 		 		 		 	(Cust)	 		 	
		 		 		 		 		 	  
	 		 	
		 		 		 		 		 	(Minor)	 		 	
	TEN ENT	 	—	 	as tenants by the entireties	 		 		 		 		 	
		 		 		 		 		 	Under Uniform Gifts to Minors Act
						
		 		 		 		 		 	  

		 		 		 		 		 	(State)	 		 	
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 		 		 		 		 	

 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) 

 
  
  

 
  

 

                        
                                     Units represented by the
within Certificate, and do hereby irrevocably constitute and appoint 

                        
                                         
                Attorney to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises. 

 

			
	Dated	 	 

  

			
		 	  

		 	(SIGNATURE)
		 	  

	Notice:	 	The signature(s) to this assignment must correspond with the name(s) 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) SHOULD 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).