Exhibit 4.1


 




	
  

  	
  AtlanticPower Corporation A BRITISH COLUMBIA BUSINESS
  CORPORATIONS ACT COMPANY Number 00000000 Shares ****0********* *****0********
  ******0******* *******0****** ********0***** THlS CERTIFIES THAT SPECIMEN
  CUSIP 04878Q863 ISIN CA04878Q8636 IS THE REGISTERED HOLDER OF **0** SEE
  REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE COMMON SHARES
  WITHOUT PAR VALUE IN THE CAPITAL OF ATLANTIC POWER CORPORATION in the
  Authorized share structure of the above named Company subject to the Articles
  of the Company transferable on the Central Securities Register of the Company
  by the registered holder in person or by attorney duly authorized in writing
  upon surrender of this certificate properly endorsed. This certificate is not
  valid unless countersigned by the Transfer Agent and Registrar of the
  Company. IN WITNESS WHEREOF the Company has caused this certificate to be
  signed on its behalf by the facsimile signatures of its duly authorized
  officers, at Vancouver, British Columbia. President and Chief Executive
  Officer VOID Secretary and Chief Financial Officer Dated: Jan 01, 1900
  COUNTERSIGNED AND REGISTERED COMPUTERSHARE INVESTOR SERVICES INC, (TORONTO)
  TRANSFER AGENT AND REGISTRAR By VOID Authorized Officer The shares
  represented by this certificate are transferable at the offices of
  Computershare Investor Services Inc. in Toronto, ON. SECURITY INSTRUCTIONS ON
  REVERSE VÓIR LES INSTRUCTIONS DE SÉCURITÉ AU VERSO

  






 















	
  

  	
  [ILLEGIBLE] fixed by the
  directors; and (b) the authority of the directors to fix the rights,
  privileges, restrictions and conditions of subsequent series. The following abbreviations shall be construed as though the
  worts set forth below opposite each abbreviation were written out in full
  whore such abbreviation appears: TEN COM - as tenants in common TEN ENT - as
  tenants by the entireties JT TEN - as joint tenants with rights of
  survivorship and not as tenants in common (Name) CUST (Name) UNIF - (Name) as
  Custodian for (Name) under the GIFT MIN ACT (State) (State) Uniform Gits to
  Minors Act Additional abbreviations may also be used though not in the above
  list. For value received the undersigned
  hereby sells, assigns and transfers unto Insert name and address of transferee shares represented by this certificate and does hereby irrevocably
  constitute and appoint  the attorney  of the undersigned to transfer the said shares on the books of
  the Company with full power of substitution in the premises.  DATED:  Signature of Shareholder  Signature of Guarantor  Signature
  Guarantee:  The
  signature on this assignment must correspond with the name as written upon
  the face of the certificate(s), in every particular, without alteration or
  enlargement, or any change whatsoever and must be guaranteed by a major
  Canadian Schedule I chartered bank or a member of an acceptable Medallion
  Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a
  stamp bearing the actual words “Signature Guaranteed”  In the USA, signature guarantees
  must be done by members of a “Medallion Signature Guarantee Program” only.  Signature guarantees are not
  accepted from Treasury Branches, Credit Unions or Caisses Populaires unless
  they are members of the Stamp Medallion Program. SECURITY INSTRUCTIONS - INSTRUCTIONS DE SÉCURITÉ THIS
  WATERMARKED PAPER DO NOT ACCEPT WITHOUT NOTINO WATERMARK HOLD TO LIGHT TO
  VERIFY WATERMARK. PAPIER FILIGRANÉ, NE PAS ACCEPTER SANS VÈRIFIER LA PRÉSENCE
  DU FILIGRANE. POUR CE FAIRE, PLACER À LA LUMIÈRE.