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Exhibit 4.1
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This certificate is Engage, Inc. CUSIP 292827102
transferable in Incorporated under the
Boston, MA or laws of the State of
New York, NY Delaware
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ENGAGE, INC. transferable on the books of the Company by the holder 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 under and shall be held subject to the laws of the State of
Delaware and the provisions of this Second Amended and Restated Certificate of
Incorporation and the Amended and Restated 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 Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
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Chief Financial Officer [Seal of Corporation Here] President and
and Treasurer Chief Executive
Officer
ENGAGE, INC.
The Corporation is authorized to issue more than one class of stock. Upon
written request, made by the holder of this Certificate, the Corporation will
furnish to such holder without charge a copy of the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class authorized to be issued, as set forth in the Second
Amended and Restated Certificate of Incorporation, as amended from time to time.
For value received, __________________ hereby sell, assign and transfer
unto _________________ 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: __________________
_____________________________________________________________________
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.
