exv4w1






Exhibit 4.1








	The shares represented by this certificate are transferable at the offices of
American Stock Transfer & Trust Company, LLC, in New York
and Capita IRG Plc in the United Kingdom.
COMMON STOCK
CLEAN DIESEL TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 18449c 40 1
CERTIFIES THAT:
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR
VALUE, OF
transferable on the books of the Corporation in person or by attorney upon surrender of
this certificate properly endorsed or assigned. This certificate and the shares represented
hereby arc subject to the laws of the State of Delaware, and to the Certificate of
Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate
is not valid until countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile sea the Corporation and the facsimile signatures of its duly
authorized officers.















 






THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF
EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF
THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO
DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES.
SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON
THIS 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	 	UNIF GIFT (TRANS) MIN ACT      
                      
        Custodian               

	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	                
(Cust)
	JT TEN	 	-	 	as joint tenants
with right of
survivorship and
not as tenants in common	 	              
              
under Uniform Gifts (Transfer) to lviinors
	 	 	 	 	 	 	              
               
Act              
      ,                
                       
     
	 	 	 	 	 	 	 	                          (State)






Additional abbreviations may also be used though not in the above list.



FOR VALUE RECEIVED,           
                
                          
    hereby sells, assigns and transfers unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

     IDENTIFYING NUMBER OF ASSIGNEE




 





 




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE




 





 





 





	 	 	 

	

	 	Shares
	 

	 	 






of the 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 SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT (ILLEGIBLE FOR THE REST)






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.