Ex-4.1 Specimen certificate for shares of common stock

Exhibit 4.1

Number		Shares
SDBT

[SoundBite logo]

SOUNDBITE COMMUNICATIONS, INC.
Incorporated under the laws of the State of Delaware

COMMON STOCK		COMMON STOCK
		CUSIP [                    ]
		SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF

SOUNDBITE COMMUNICATIONS, INC. (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 subject to the laws of the State of Delaware and to the provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Corporation, and all the amendments from time to time made thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and facsimile signatures of its duly authorized officers.

Dated:

/s/ Peter Shields				[Seal]		/s/ Christopher Hemme
Director, President and Chief Executive Officer						Vice President, Finance, Treasurer and Secretary
Countersigned and Registered:
[                              ]
Transfer Agent and Registrar
By:
		Authorized Signature

Exhibit 4.1

SOUNDBITE COMMUNICATIONS, INC.

     The Corporation has more than one class of stock authorized to be issued. The Corporation will furnish without charge to each stockholder who so requests in writing, 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. Any such requests may be addressed to the Secretary of the Corporation at the principal office 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

(Cust)

(Minor)

TEN ENT

-

as tenants by the entireties

under Uniform Gifts to Minors Act

JT TEN

-

as joint tenants with right of survivorship and not as tenants in common

(State)

Additional abbreviations may also be used though not in the above list.

For value received,                                          hereby sell(s), assign(s) and transfer(s) unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING 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 Shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated
				Signature
				THE SIGNATURE(S) 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 WHATSOEVER.
				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
Signature Guaranteed: