Exhibit 4.1
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NUMBER SHARES
[FAIRMARKET LOGO]
FAI
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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
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THIS CERTIFIES THAT
IS THE OWNER OF
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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/ ▇▇▇▇▇ ▇▇▇▇▇
COUNTERSIGNED AND REGISTERED PRESIDENT AND CHIEF EXECUTIVE OFFICER
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT
AND REGISTRAR
BY /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
AUTHORIZED SIGNATURE CHIEF FINANCIAL OFFICER AND TREASURER
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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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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---------------------------------------------------------------------- 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
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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:
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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.
