Specimen Common Stock Certificate for Vector Intersect Security Acquisition Corp.

  Exhibit 4.1 SPECIMEN COMMON STOCK CERTIFICATE NUMBER SHARES - ------ VECTOR INTERSECT SECURITY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE COMMON STOCK OF VECTOR INTERSECT SECURITY ACQUISITION CORP. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: ____________________________________ ______________________________________ Chief Executive Officer Secretary VECTOR INTERSECT SECURITY ACQUISITION CORP. CORPORATE SEAL  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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - __________ Custodian _____________ (Cust) (Minor) under Uniform Gifts to Minors Act _________________________________ (State) Additional Abbreviations may also be used though not in the above list. VECTOR INTERSECT SECURITY ACQUISITION CORP. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Corporation's Amended and Restated Certificate of Incorporation and all amendments thereto (the "Certificate of Incorporation"), and resolutions of the Corporation's Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the Secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. 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 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 will full power of substitution in the premises. Dated ___________________________ _______________________________________ 2  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) 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). THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE WERE INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF ONE SHARE OF COMMON STOCK, PAR VALUE $.001 ("COMMON STOCK") OF VECTOR INTERSECT SECURITY ACQUISITION CORP. (THE "CORPORATION") AND ONE COMMON STOCK PURCHASE WARRANT. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE WILL NOT BE SEPARATELY TRANSFERABLE UNTIL THE 20TH TRADING DAY FOLLOWING THE EARLIER TO OCCUR OF THE EXPIRATION OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION OR THE EXERCISE IN FULL BY THE UNDERWRITERS OF THE OVER-ALLOTMENT OPTION UNLESS RODMAN & RENSHAW LLC INFORMS THE CORPORATION OF ITS DETERMINATION THAT AN EARLIER SEPARATE TRADING DATE IS ACCEPTABLE AND THE CORPORATION HAS MADE CERTAIN PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ON OR PRIOR TO SUCH EARLIER SEPARATE TRADING DATE. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION THE HOLDER OF THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE FUNDS FROM THE TRUST ACCOUNT (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) ONLY IN THE EVENT OF THE CORPORATION'S LIQUIDATION OR IF THE HOLDER SEEKS TO CONVERT THE SHARES OF COMMON STOCK OWNED BY SUCH HOLDER INTO CASH UPON THE CONSUMMATION BY THE CORPORATION OF A BUSINESS COMBINATION (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) WHICH SUCH HOLDER VOTED AGAINST AND WHICH IS ACTUALLY COMPLETED BY THE CORPORATION. IN NO OTHER CIRCUMSTANCES SHALL THE HOLDER OF THIS CERTIFICATE HAVE ANY RIGHT OR INTEREST OF ANY KIND IN OR TO THE TRUST ACCOUNT. 3