<PAGE>
EXHIBIT 4.1
NUMBER SHARES
[CORECHANGE LOGO]
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE
IN EAST HARTFORD, CT
THIS CERTIFIES THAT CUSIP 21868Y 10 2
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
CORECHANGE, INC.
transferable in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. The shares represented hereby are issued and held
subject to the laws of the State of Delaware and to the provisions of the
Certificate of Incorporation and the By-Laws of the Corporation as now or
hereafter amended to which the holder of this Certificate assents by its
acceptance.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
<TABLE>
<S> <C> <C>
/s/ Angiras Koorapaty /s/ Ulf Arnetz
Treasurer/V.P. Finance & Administration President/CEO
</TABLE>
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
(RIDGEFIELD PARK, N.J.)
TRANSFER AGENT AND REGISTRAR
BY:____________________________________________
AUTHORIZED SIGNATURE
<PAGE>
CORECHANGE, INC.
The corporation will furnish without charge to each stockholder who so
requests 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 fact of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________ Custodian___________
TEN ENT - as tenants by the entirities (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________
in common (State)
UNIF TRF MIN ACT - ___________ Custodian (until age_______)
(Cust) (Minor)
___________ under Uniform Transfers
(Minor)
to Minors Act _________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ________________ hereby sells, assigns and transfers 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 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: _____________________
<TABLE>
<S> <C>
X __________________________________________________________________
NOTICE: THE SIGNATURE TO THE 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 (BANK,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15
</TABLE>
