Specimen Common Stock Certificate of e-centives, Inc.

Summary

This document is a specimen certificate representing shares of common stock in e-centives, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, subject to the corporation's Certificate of Incorporation and Bylaws. The certificate is transferable by the holder upon proper endorsement and registration with the transfer agent. It also outlines certain rights, restrictions, and procedures for transfer, and provides information on how shareholders can request details about different classes or series of stock.

EX-4.1 2 w38559a4ex4-1.txt SPECIMEN CERTIFICATE REPRESENTING THE COMMON STOCK 1 EXHIBIT 4.1 COMMON STOCK e-centives (TM) COMMON STOCK PAR VALUE $.01 [GRAPHIC] WHAT YOU WANT PAR VALUE $.01 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 2680H 10 3 (subject to restrictions noted on reverse side) ISIN US2680H1032 SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS

THIS CERTIFIES that is the record owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF e-centives, Inc. (hereinafter called the "Corporation") transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation and all amendments thereto, to all of which the holder by the acceptance hereof consents. 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: ~~e-centives, Inc. CORPORATE SEAL [SIG] 1996 [SIG] PRESIDENT AND SECRETARY DELAWARE CHAIRMAN OF THE BOARD OF DIRECTORS~~

COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK, N.Y.) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE 2 e-centives, Inc. The Corporation is authorized to issue more than one class or series of stock. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Secretary of the Corporation. 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 under Uniform Gifts to Minors of survivorship and not as Act_________________________________ tenants in common (State) UNIF TRF MIN ACT--_____Custodian (until age___________) (Cust) ____________under Uniform Transfers (Minor) 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 TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- Shares - ---------------------------------------------------------------------- of the Common Stock represented by the within Certificate, and do(es) 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 ---------------------------------- NOTICE: THE SIGNATURE(S) 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: BY: ---------------------------------------------------------------------------- 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. BANKNOTE CORPORATION OF AMERICA, INC. -WALL STREET- E-CENTIVES, INC. - 1-009024-942 - PROOF #1 - 9/20/00 - RAP/MLM