Exhibit 4.1


999999|  999999|2544C|RESTRICTED12345678901234|DTC
99999  *TEST * TEST DMA|3|9999-99999


 


	
  COMMON STOCK

  	
  SPECIMEN

  	
  COMMON STOCK

  



 


	
  

  Certificate

  Number

  999999

  	
  

  	
  Shares

  **999999******

  ***999999*****

  ****999999****

  
	
   

  	
   

  	
  *****999999***

  
	
   

  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
  ******999999**

  



 


	
   

  THIS
  CERTIFIES THAT

  	
  

  	
   

  CUSIP 20061Q 10 6

  SEE REVERSE FOR

  CERTAIN DEFINITIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  is
  the owner of

  	
  

  	
   

  



 


FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF


 


Commerce
Energy Group, Inc. (hereinafter called the “Company”), transferable on the books of the Company in
person or by 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 with 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 seal of the Company and the
facsimile signatures of its duly authorized officers.


 


 


	
  

  	
   

  	
  DATED
   03/06/2008

  

  COUNTERSIGNED AND REGISTERED:

  COMPUTERSHARE TRUST COMPANY, N.A.

  
	
   

  	
  Commerce Energy Group

  	
  (DENVER)

  
	
   

  	
  SEAL

  	
  TRANSFER
  AGENT AND REGISTRAR,

  
	
   

  	
  DELAWARE

  	
   

  
	
  

  	
   

  	
  

  



 


SECURITY INSTRUCTIONS ON REVERSE

















 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES
THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN
THE COMMERCE ENERGY GROUP, INC. AND COMPUTERSHARE TRUST COMPANY, INC., DATED AS
OF JULY 1, 2004, AND AS AMENDED FROM TIME TO TIME (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 WILL 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. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO
BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN
THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR
ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND
VOID.


 


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 

  	
  UNIF TRF MIN ACT

  	
   

  	
  Custodian (until age

  	
   

  	
  )

  	
   

  
	
   

  	
  and
  not as tenants in common

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
                                     under
  Uniform Transfers to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  
	
   

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

  	
   

  
														



 


COMMERCE ENERGY GROUP, INC.


 


THE COMPANY WILL FURNISH WITHOUT CHARGE TO
EACH SHAREHOLDER 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 

  	
   

  	
   

  



 


 


 


	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  	
  Shares

  
	
  of the capital 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(s) Guaranteed:

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
  Notice:

  	
  THE SIGNATURE TO THIS ASSIGNMENT
  

  
	
  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.

  	
   

  	
   

  	
   

  	
  MUST CORRESPOND WITH THE
  NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
  WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  
										



 


	
  SECURITY
  INSTRUCTIONS

  	
  

  
	
   

  
	
  THIS IS WATERMARKED PAPER,
  DO NOT ACCEPT WITHOUT NOTING

  
	
  WATERMARK. HOLD TO LIGHT
  TO VERIFY WATERMARK.