Form of Common Stock Certificate for SpeechWorks International, Inc.

Summary

This document is a template for a common stock certificate issued by SpeechWorks International, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares of the company's common stock, which are transferable only on the company's books by the registered holder or an authorized agent. The certificate is subject to the company's governing documents and Delaware law. It must be countersigned by the transfer agent and registered by the registrar to be valid. The certificate also outlines procedures for transfer and replacement if lost or destroyed.

EX-4.1 3 0003.txt FORM OF COMMON STOCK CERTIFICATE EXHIBIT 4.1 [SPEECHWORKS LOGO] SPEECHWORKS INTERNATIONAL, INC. Incorporated Under the Laws of the State of Delaware COMMON COMMON NUMBER SHARES THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IN BOSTON AND NEW YORK CITY CERTAIN DEFINITIONS CUSIP 84764M 10 1 This is to Certify That is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE, OF SPEECHWORKS INTERNATIONAL, INC. (hereinafter called the "Corporation") transferable only on the books of the Corporation by the holder of record hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and held subject to the laws of the State of Delaware and the Restated Certificate of Incorporation and Restated Bylaws of the Corporation, as from time to time amended (copies of which are on file with the Corporation), to all of which the holder, by acceptance hereof, assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, Speechworks International, Inc. has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of the Corporation. Dated [SEAL] SPEECHWORKS INTERNATIONAL, INC. 1995 DELAWARE /s/ Michael S. Phillips /s/ Stuart R. Patterson --------------------- -------------------- SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE SPEECHWORKS INTERNATIONAL, INC. The Corporation has more than one class of stock authorized to be issued. The Corporation will furnish without charge to each stockholder upon written request a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class of stock (and any series thereof) authorized to be issued by the Corporation as set forth in the Restated Certificate of Incorporation and amendments thereto filed with the Secretary of State of the State of Delaware. 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 entireties 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 TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ _________________________________________________________________________Shares of the capital 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(S) OF GUARANTEED: THE SIGNATURES(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 17A4-18 Keep this certificate in a safe place. If it is lost, stolen or destroyed the Corporation may require a bond of indemnity as a condition to the issuance of a replacement certificate.