Exhibit 4.1


 


	
  

  NUMBER

  	
  

  	
  

  SHARES

  



   

   

  CUSIP 03739T 10 8

  SEE REVERSE FOR CERTAIN DEFINITIONS

  



 


ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE


 


THIS CERTIFIES THAT


 


 


is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
$.001 PAR VALUE, OF

A123 SYSTEMS, INC.


 


transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon the surrender of
this Certificate properly endorsed. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.


 


WITNESS the facsimile
seal of the Corporation and the facsimile signatures of its duly authorized
officers.


 


Dated:


	
   

  
	
   

  	
  

   

  CFO, VP Finance & Administration

  	
  

  	
  

   

  President and CEO

  



 


	
  COUNTERSIGNED AND
  REGISTERED:

  	
   

  
	
  AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

  
	
  (New
  York, NY)

  	
   

  
	
   

  	
  TRANSFER AGENT  AND REGISTRAR

  	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  



 

















 


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

  	
   

  
	
  TEN ENT

  	
  – as tenants by the
  entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  – as joint tenants with
  right 

  	
   

  	
   

  
	
   

  	
  of survivorship and not as

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
  tenants in common

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Act

  
	
   

  	
   

  	
   

  	
  (State)

  



 


 


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


 


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 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,

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  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.