FORM OF COMMON STOCK CERTIFICATE

EX-4.1 3 y95710a1exv4w1.txt FORM OF COMMON STOCK CERTIFICATE Exhibit 4.1 [GREENFIELD ONLINE LOGO] NUMBER SHARES ------ ------ SRVY- COMMON STOCK PAR VALUE $0.0001 CUSIP 395150 10 5 SEE REVERSE FOR CERTAIN DEFINITIONS GREENFIELD ONLINE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF GREENFIELD ONLINE, INC. CERTIFICATE OF STOCK The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation and any amendments thereto (copies or which were on file with the Transfer Agent), to all of which provisions the holder by acceptance hereof assents. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Thereof, Greenfield Online, Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunder affixed. Dated: /s/ Jonathan A. Flatow [GREENFIELD ONLINE, INC. /s/ Dean A. Wiltse SECRETARY SEAL] PRESIDENT AND CEO Countersigned and Registered: REGISTRAR AND TRANSFER COMPANY (Cranford, NJ) Transfer Agent and Registrar By Authorized Signature GREENFIELD ONLINE, INC. 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 entities 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. For value received, ___________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________ _______________________________________ _____________________________________________________________________________ (PLEASE PRINT OR TYPEWRITER 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 _____________________________ ___________________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT 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) 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.