Form of Purchase Agreement



 Exhibit 10.4.1 
 BRIGHTSOURCE ENERGY INC. 
 2011 EMPLOYEE STOCK PURCHASE PLAN

 SUBSCRIPTION AGREEMENT 
  

			
	            Original Application	  	Offering
Date:                                
	            Change in Payroll Deduction Rate	  	
	            Change of Beneficiary(ies)	  	

 1.
                 hereby elects to participate in the BrightSource Energy, Inc. 2011 Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan. 
 2. I hereby authorize
payroll deductions from each paycheck in the amount of         % of my Compensation on each payday (from 0 to 15%) during the Offering Period in accordance with the Plan. (Please note that no fractional
percentages are permitted and will be rounded down to the nearest whole percent.) 
 3. I understand that such payroll
deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions
will be used to automatically exercise my option and purchase Common Stock under the Plan. 
 4. I have received a copy of the
complete Plan and its accompanying prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. Any conflict between this Subscription Agreement and the Plan will be resolved in favor of the Plan.

 5. Shares of Common Stock purchased for me under the Plan should be issued in the name(s) of
             (Eligible Employee or Eligible Employee and Spouse only). 
 6. I understand that if I dispose of any shares received by me pursuant to the Plan either within two (2) years after the Offering Date (the first day of the Offering Period during which I purchased
such shares) or one (1) year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares
at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within thirty (30) days after the date of any disposition of my shares and I will make adequate
provision for federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any
applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the
expiration of both the two (2)-year and one (1)-year 







 
holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary
income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (b) fifteen percent (15%) of
the fair market value of the shares on the first trading day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 

7. I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan. 
 8. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Plan: 
  

					
			
	 NAME: (Please print)
	  		  	


					
			
	 	  	 	  	


					
	 (First)
	  	(Middle)	  	(Last)


					
			
	 	  		  	


					
	 Relationship
	  		  	


					
			
	 	  		  	


					
	 (Address)
	  		  	
			
	 Employee’s Social
	  		  	
	 Security
Number:                                
	  		  	
			
	 Employee’s Address:
	  		  	


					
			
	 	  		  	
			
	 	  		  	

 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS
TERMINATED BY ME. 
  

	
	
	
Dated:                       
         



					
			
	 	 		 	


					
	 Signature of Employee
	 		 	


					
			
	 	 		 	


					
	 Spouse’s Signature (If beneficiary other than spouse)