Motive Communications, Inc. Common Stock Certificate

Summary

This document is a stock certificate issued by Motive Communications, Inc., a Delaware corporation. It certifies that the named holder owns a specified number of fully paid and nonassessable shares of the company's common stock. The certificate can be transferred to another person by proper endorsement and registration with the company's transfer agent. The certificate includes standard legal language regarding transfer, registration, and shareholder rights, and must be countersigned by the transfer agent and registrar to be valid.

EX-4.3 2 0002.txt STOCK CERTIFICATE EXHIBIT 4.3 Common Stock $0.001 Par Value - ------------ ----------- Number Shares - ------------ ----------- [MOTIVE LOGO APPEARS HERE] Motive Communications, Inc. INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN OF THE STATE OF DELAWARE NEW YORK, NY AND RIDGEFIELD PARK, NJ CUSIP 6198OJ 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS - ------------------------------------------------------------------------------------------------------------------------------------ THIS CERTIFIES THAT IS THE RECORD HOLDER OF - ------------------------------------------------------------------------------------------------------------------------------------ FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF Motive Communications, Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), 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 facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [MOTIVE COMMUNICATIONS, INC. COUNTERSIGNED AND REGISTERED: CORPORATE SEAL APPEARS HERE] CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY /s/ LINDA G. HAMANN /s/ SCOTT HARMON SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER AUTHORIZED SIGNATURE

MOTIVE COMMUNICATIONS, INC. The Corporation will furnish without charge to each stockholder who so requests, a copy of the designations, powers, 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. Such requests 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 (Cust) (Minor) entireties under Uniform JT TEN -- as joint tenants with Gifts to Minors right of survivorship Act................ and not as tenants in (State) common 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 ZIP CODE OF ASSIGNEE) _________________________________________________________________ _________________________________________________________________ __________________________________________________________ shares of the 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 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.