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<S> <C> <C>
NUMBER [viaLink LOGO] SHARES
VL [ ] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE [ ]
CUSIP 92552Q 10 1
150,000,000 AUTHORIZED SHARES $0.001 PAR VALUE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON STOCK OF
THE VIALINK COMPANY
transferable only 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 issued and shall be subject to all the
provisions of the Certificate of Incorporation, as amended, to all of which the holder, by acceptance hereby assents.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in facsimile signatures by its duly authorized
officers and the facsimile corporate seal to be duly affixed hereunto.
This Certificate not valid unless duly countersigned by the Transfer Agent.
COUNTERSIGNED AND REGISTERED:
UMB BANK, N.A.
TRANSFER AGENT
AND REGISTRAR,
BY
AUTHORIZED SIGNATURE
Dated:
/s/ JULIA HENNEBERY [SEAL] /s/ LEWIS B. KILBOURNE
TREASURER CHIEF EXECUTIVE OFFICER
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THE VIALINK COMPANY
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
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(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors
JT TEN - as joint tenants with right Act
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, ASSIGN AND TRANSFER UNTO
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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
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of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
attorney-in-fact
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to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.
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.
