Exhibit








EXHIBIT 4.1


	
			
	RIGHTS CERTIFICATE #:
	 
	NUMBER OF RIGHTS:






THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING SET FORTH IN THE COMPANY’S PROSPECTUS DATED [•], 2017 ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE INFORMATION AGENT.


VICON INDUSTRIES, INC.
(Incorporated under the laws of the State of New York)
Non-transferable SUBSCRIPTION RIGHTS CERTIFICATE


Evidencing non-transferable Subscription Rights, each to Purchase Shares of Common Stock of 
VICON INDUSTRIES, INC.


Subscription Price: $[•] per Share


THE SUBSCRIPTION RIGHTS ARE EXPECTED TO EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON [•], 2017, SUBJECT TO EXTENSION OR EARLIER TERMINATION. 


REGISTERED OWNER:


THIS CERTIFIES THAT


The registered owner whose name is inscribed hereon and is the owner of the number of subscription rights (“Rights”) set forth above. Each Right entitles the holder thereof to subscribe for and purchase (the “Basic Subscription Privilege”) one share (each, a “Share”) of common stock, par value of $0.01 per Share (“Common Stock”), of VICON INDUSTRIES, INC., a New York corporation, at a subscription price of $[•] per Share (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus. Holders who fully exercise their Basic Subscription Privileges are entitled to subscribe for additional shares of Common Stock that remain unsubscribed for as a result of any unexercised Basic Subscription Privileges pursuant to the terms and conditions of the Rights Offering, distributed proportionately among stockholders who exercised their over subscription rights, subject to the limitations and as otherwise described in the Prospectus (the “Over-subscription Privilege”). The Rights represented by this Subscription Rights Certificate may be exercised by completing the appropriate forms on the reverse side hereof and by returning the full payment of the subscription price for each share of Common Stock. If the subscriber attempts to exercise its Over-subscription Privileges and the Company is unable to issue the subscriber the full amount of shares of Common Stock requested, the Subscription Agent will return to the subscriber any excess funds submitted promptly, without interest or penalty.


This Subscription Rights Certificate is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the subscription agent.


WITNESS the seal of VICON INDUSTRIES, INC. and the signatures of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
	
			
	________________________________________
	 
	________________________________________

	John M. Badke, Chief Executive Officer
	 
	Thomas C. Hamilton, Corporate Secretary






	
			
	 
	By:
	____________________________________________________
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.





















FORM ELECTION TO PURCHASE
 
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


The registered holder of this Rights Certificate is entitled to exercise the number of Rights shown in the upper right hand corner of the Subscription Rights Certificate and may subscribe for additional shares of Common Stock upon the terms and conditions specified in the Prospectus. The undersigned hereby notified the Subscription Agent of its irrevocable election to subscribe for shares of Common Stock in the following amounts: To subscribe for shares of Common Stock pursuant to your Basic Subscription Privilege, please complete lines (a) and (c) below. To subscribe for shares pursuant to your Over-subscription Privilege, please also complete line (b).


	
		
	 
	(a)






	
																				
	 
	 
	 
	NUMBER OF SHARES OF
COMMON STOCK
	 
	 
	  
	 
	 
	 
	SUBSCRIPTION
PRICE
	 
	 
	 
	  
	 
	 
	 
	PAYMENT
	 

	Basic Subscription Privilege
	 
	 
	 
	 
	 
	X
	 
	 
	$
	[•]
	 
	 
	 
	=
	 
	 
	 
	$
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 






	
		
	 
	(b)






	
																				
	 
	 
	 
	NUMBER OF SHARES OF
COMMON STOCK
	 
	 
	  
	 
	 
	 
	SUBSCRIPTION
PRICE
	 
	 
	 
	  
	 
	 
	 
	PAYMENT
	 

	Oversubscription Privilege
	 
	 
	 
	 
	 
	X
	 
	 
	$
	[•]
	 
	 
	 
	=
	 
	 
	 
	$
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 






	
				
	 
	(c)  TOTAL AMOUNT OF PAYMENT ENCLOSED
	 
	$






The undersigned acknowledges receipt of the Prospectus dated [•], 2017, in connection with the Rights Offering and agrees to its terms.
________________________________________
Signature(s) of Subscriber(s)


IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS CERTIFICATE.


If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.




Name(s):  _________________________________




Capacity (Full Title):  ____________________________













METHOD OF PAYMENT (CHECK ONE):
	
			
	 
	 ☐
	PERSONAL CHECK, CASHIER’S OR CERTIFIED CHECK DRAWN ON A U.S. BANK

	  
	 ☐
	Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at U.S. Bank, 800 Nicollet Mall, Minneapolis, MN 55402 United States, Beneficiary Account Name: Broadridge, Account Number: 153910728465, ABA/Routing number: 123000848, with reference to the rights holder’s name

	  
	 ☐
	U.S. POSTAL MONEY ORDER






DELIVERY TO DIFFERENT ADDRESS: If you wish for the Common Stock underlying your subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign and have your signature guaranteed. 


________________________________
________________________________
________________________________


TO SUBSCRIBE: I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus. 






	
				
	 
	 
	 
	 

	SIGNATURE GUARANTEED: 
	 
	 
	 

	 
	Name of Bank of Firm
	 
	Registered Holder (or authorized signatory) Signature(s): 

	 
	 
	 
	 

	 
	Name & Title of Signing Officer
	 
	 

	 
	 
	 
	 

	 
	Signature of Signing Officer
	 
	 

	 
	 
	 
	 






IMPORTANT:  The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. FOR INSTRUCTIONS ON THE USE OF VICON INDUSTRIES, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. THE INFORMATION AGENT, AT (855) 793-5068 OR BY EMAIL (SHAREHOLDER@BROADRIDGE.COM).