FairMarket, Inc. Common Stock Certificate and Shareholder Rights Agreement Reference

Summary

This document certifies ownership of fully paid and non-assessable shares of common stock in FairMarket, Inc., a Delaware corporation. The certificate allows the holder to transfer shares according to company bylaws and Delaware law. It also references certain shareholder rights governed by a separate Rights Agreement with EquiServe Trust Company, N.A., which may affect the rights attached to the shares under specific circumstances. The certificate is only valid when properly countersigned and registered by the transfer agent.

EX-4.1 4 a2073753zex-4_1.txt EXHIBIT 4.1 Exhibit 4.1 ================================================================================ - -------------------- -------------------- NUMBER SHARES [FAIRMARKET LOGO] FAI - -------------------- -------------------- COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY FAIRMARKET, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 305158 10 7 - -------------------------------------------------------------------------------- THIS CERTIFIES THAT IS THE OWNER OF - -------------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF =============================== FAIRMARKET, INC. =============================== transferable on the books of the Company 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 Company, 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 Company and the facsimile signatures of its duly authorized officers. Dated: [FAIRMARKET, INC. SEAL 1997 DELAWARE] /s/ Nanda Krish COUNTERSIGNED AND REGISTERED PRESIDENT AND CHIEF EXECUTIVE OFFICER EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR BY /s/ Charles Rossi /s/ Janet Smith AUTHORIZED SIGNATURE CHIEF FINANCIAL OFFICER AND TREASURER ================================================================================ FAIRMARKET, INC. The Company is authorized to issue more than one class or series of stock. Upon written request the Company will furnish without charge to each stockholder a copy 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. 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 of under Uniform Gifts to Minors survivorship and not as Act................................. tenants in common (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 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 Company 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(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. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between FairMarket, Inc. and EquiServe Trust Company, N.A., as Rights Agent, dated as of May 17, 2001, as amended, restated, renewed or extended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of FairMarket, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. FairMarket, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. FairMarket, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.