Unassociated Document


    Exhibit
      4.1

    


    [FACE
      OF
      CERTIFICATE]

    


    COMMON
      STOCK

    


    COMMON
      STOCK

    


    SF

    


    ENERGY
      FOCUS, INC.

    


    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

    


    THIS
      CERTIFICATE IS TRANSFERABLE IN JERSEY CITY, NJ, NEW YORK, NY AND PITTSBURGH,
      PA

    


    SEE
      REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES,
      PRIVILEGES AND RESTRICTIONS ON SHARES

    


    CUSIP
      29268T 10 2

    


    THIS
      CERTIFIES THAT

    


    IS
      THE
      OWNER OF

    


    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE PER SHARE,
      OF

    


    ENERGY
      FOCUS, 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 and registered by the Transfer
      Agent and Registrar.

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

    


    Dated:

    


    [SIGNATURE]

    CHIEF
      FINANCIAL OFFICER 

    


    [SEAL]

    


    [SIGNATURE]

    PRESIDENT
      AND CHIEF EXECUTIVE OFFICER


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    COUNTERSIGNED
      AND REGISTERED:

    MELLON
      INVESTOR SERVICES LLC

    TRANSFER
      AGENT

    AND
      REGISTRAR

    BY

    AUTHORIZED
      OFFICER

    


    


    


    


    [REVERSE
      OF CERTIFICATE]

    


    The
      statement of 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 as established from time to time, by the Certificate of Incorporation
      of
      the Corporation and by any certificate of determination, the number of shares
      constituting each class and series, and the designations thereof, may be
      obtained by the holder hereof upon request and without charge 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

    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 — ......................... Custodian
      .........................

    (Cust)
          (Minor)

    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

    


    X

    X

    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) 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.

    


    This
      certificate also evidences and entitles the holder hereof to certain “Rights” as
      set forth in a Rights Agreement between Energy Focus, Inc. (the “Company”) and
      Mellon Investor Services LLC (the “Rights Agent”), dated as of October 25, 2006
      (the “Rights Agreement”), the terms of which are hereby incorporated herein by
      reference and a copy of which is on file at the principal offices of the
      Company. Under certain circumstances, as set forth in the Rights Agreement,
      such
      Rights may be redeemed, may expire or may be evidenced by separate certificates
      and will no longer be evidenced by this certificate. The Company will mail
      to
      the holder of this certificate a copy of the Rights Agreement without charge
      after receipt of a written request therefor. Under certain circumstances, Rights
      “Beneficially Owned” by “Acquiring Persons” (as such terms are defined in the
      Rights Agreement) or certain related parties, as well as subsequent holders
      of
      such Rights, may become null and void.