<PAGE> 1
EXHIBIT 4.2
WSS [WEB SIDE STORY LOGO]
<TABLE>
<S> <C> <C>
THIS CERTIFICATE IS TRANSFERABLE INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
IN CANTON, MA OR NEW YORK, NY CUSIP 947685 10 3
</TABLE>
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF
============================== WEBSIDESTORY, INC.===============================
CERTIFICATE OF STOCK
TRANSFERABLE 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 IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRANT.
WITNESS THE [ILLEGIBLE] SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OR ITS DULY AUTHORIZED OFFICERS.
DATED:
[SEAL] COUNTERSIGNED AND REGISTERED:
WEBSIDESTORY, INC. EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
CORPORATE [ILLEGIBLE]
SEAL AUTHORIZED SIGNATURE
2000
DELAWARE
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
SENIOR VICE PRESIDENT AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE> 2
The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT- Custodian
------------ -------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
-------------------------------
(State)
UNIF TRF MIN ACT- Custodian (until age )
-------- -----
(Cust)
under Uniform Transfers
-------
(Minor)
to Minors Act
------------------
(State)
Additional abbreviations may also be used though not in the above list.
For value Received, __________________________________ hereby sell(s),
assign(s) and transfer(s) 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 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
--------------------------
X
------------------------------------------
X
------------------------------------------
THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME A3 WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
NOTICE: PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
----------------------------------
THE SIGNATURE(S) MUST 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.