Ex-4.1 Specimen certificate

EX-4.1 3 b45348fpexv4w1.txt EX-4.1 SPECIMEN CERTIFICATE EXHIBIT 4.1 [FIREPOND LOGO] COMMON COMMON FIREPOND, INC. THIS CERTIFICATE IS TRANSFERABLE IN INCORPORATED UNDER THE LAWS OF THE SEE REVERSE CANTON, MA, JERSEY STATE OF DELAWARE FOR CERTAIN CITY, NJ OR NEW DEFINITIONS YORK, NY CUSIP 318224 20 1 ----------------------------------------------------------------------------- [This Certifies that ] [ ] [ ] [ ] [ ] [ ] [is the owner of ] ------------------------------------------------------------------------------ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.10 PAR VALUE, OF - ----------------------------------FIREPOND, INC.------------------------------- transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be held subject to the laws of the State of Delaware and the provisions of the Certificate of Incorporation and the By-laws of the Corporation, as amended from time to time, to which the 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 Corporation and the facsimile signatures of its duly authorized officers. Dated: FIREPOND, INC. /s/ Susan W. Ledoux CORPORATE /s/ Klaus P. Besier TREASURER AND CHIEF SEAL PRESIDENT AND CHIEF FINANCIAL OFFICER 1999 EXECUTIVE OFFICER DELAWARE COUNTERSIGNED AND REGISTERED: EquiServe Trust Company, N.A. TRANSFER AGENT AND REGISTRAR By: /s/ Stephen Cesso AUTHORIZED OFFICER FIREPOND, INC. The Corporation is authorized to issue more than one class of stock. Upon written request, made by the holder of this Certificate, the Corporation will furnish to such holder without charge a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class authorized to be issued, as set forth in the Certificate of Incorporation, as amended from time to time. 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) UNIF TRF MIN ACT - Custodian (until age ) ---------- --------- under Uniform Transfers ---------- (Minor) to Minors Act ------------------- (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sells, assigns and ---------------------- transfers 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 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 -------------------------------- X --------------------------------- X --------------------------------- THE SIGNATURE(S) TO THE ASSIGNMENT NOTICE: MUST CORRESPOND WITH THE NAME(S) 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 8.E.C. RULE 17ad-15.