<PAGE>
EXHIBIT 4.1
[CERTIFICATE BORDER LOGO APPEARS HERE]
[NUMBER LOGO APPEARS HERE] [SHARES LOGO APPEARS HERE]
SN1
COMMON STOCK COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 86211E 10 3
[STORAGE NETWORKS LOGO APPEARS HERE]
Storage Services for the e-Economy
StorageNetworks, Inc.
Incorporated Under the Laws of the State of Delaware
This is to Certify that is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
StorageNetworks, Inc. (hereinafter called the "Corporation") transferable 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 By-laws 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 and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[STORAGENETWORKS CORPORATE SEAL APPEARS HERE]
/s/ Peter W. Bell /s/ Paul C. Flanagan
PRESIDENT AND CHIEF EXECUTIVE OFFICER TREASURER AND CHIEF FINANCIAL OFFICER
Countersigned and Registered:
American Stock Transfer and Trust Company
TRANSFER AGENT AND REGISTRAR
By________________
AUTHORIZED SIGNATURE
<PAGE>
STORAGENETWORKS, INC.
The Corporation has more than one class of stock. 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.
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
TEN ENT - as tenants by the entireties MIN ACT - ........Custodian.........
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as
tenants in common 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 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 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) GUARANTEED:
-------------------------------------------------------
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.
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.