Exhibit 4.1


 


REALD
INC.,


 


INCORPORATED UNDER THE
LAWS OF THE STATE OF DELAWARE


 




	
  Number

  OPEN

  	
   

  	
  Shares

  
	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
   

  	
   

  	
   

  
	
   

  THIS
  CERTIFICATE IS TRANSFERABLE IN

  	
   

  	
  SEE
  REVERSE FOR STATEMENTS RELATING TO RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS,
  IF ANY

  






 


CUSIP 75604L 105


 


THIS CERTIFIES THAT


 


IS THE RECORD HOLDER OF


FULLY
PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.00005 PAR VALUE PER SHARE, OF


 


RealD Inc. (hereinafter called
the “Company”), transferable on the books of the Company by the
holder hereof in person or by a duly authorized attorney upon surrender of this
Certificate properly endorsed.  This
Certificate and the shares represented hereby, are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation, as
amended, and the By-Laws, as amended, of the Company (copies of which are on
file with the Company and the Transfer Agent), to all of which each holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.


 


WITNESS the facsimile signatures of its duly
authorized officers.


 




	
  FACSIMILE
  SIGNATURE TO COME

   

   

   

  PRESIDENT

  	
   

   

   

   

   

  RealD
  Inc.

   

  SEAL

   

  2010

  DELAWARE

   

   

  	
  DATED  <<Month Day, Year>>

  
	
   

  	
   

  
	
  FACSIMILE
  SIGNATURE TO COME

   

   

   

  SECRETARY

  	
  COUNTERSIGNED
  AND REGISTERED:

  COMPUTERSHARE TRUST COMPANY, N.A.

  TRANSFER
  AGENT AND REGISTRAR,

   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  






 


COLORS SELECTED FOR PRINTING: Logo prints BLUE


 


COLOR: This proof was printed from a digital
file or artwork on a graphics quality, color laser printer.  It is a good representation of the color as
it will appear on the final product. 
However, it is not an exact color rendition, and the final printed
product may appear slightly different from proof due to the difference between
the dyes and printing ink.


 


1

















 


RealD
Inc.


 


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


UNIF TRF MIN ACT — Custodian (Cust) (until
age...)(Minor) under Uniform Transfer to Minors Act (State)


 


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


 


THE COMPANY WILL FURNISH WITHOUT CHARGE TO
EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF
EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE
CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF
THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES.  SUCH REQUEST MAY BE MADE TO THE OFFICE
OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT.  THE BOARD OF DIRECTORS MAY REQUIRE THE
OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES,
TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND
REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF
THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.


 


For value received,
                                                ,
hereby sell, assign and transfer unto [PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]


 


Shares


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


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:
                                                                        
20


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


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:

  	
   

  	
   

  



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.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


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