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EXHIBIT 4.1
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<S> <C> <C>
COMMON STOCK e-centives (TM) COMMON STOCK
PAR VALUE $.01 [GRAPHIC] WHAT YOU WANT PAR VALUE $.01
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 2680H 10 3
(subject to restrictions noted on reverse side) ISIN US2680H1032
SEE REVERSE FOR CERTAIN DEFINITIONS
AND RESTRICTIONS
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THIS CERTIFIES that
is the record owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01
PER SHARE, OF
e-centives, Inc.
(hereinafter called the "Corporation") 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 and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation and Bylaws of the Corporation
and all amendments thereto, to all of which the holder by the acceptance hereof
consents. 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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<S> <C> <C>
e-centives, Inc.
CORPORATE
SEAL
[SIG] 1996 [SIG]
PRESIDENT AND SECRETARY DELAWARE CHAIRMAN OF THE BOARD OF DIRECTORS
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COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.) TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
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e-centives, Inc.
The Corporation is authorized to issue more than one class or series of stock.
The Corporation will 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 or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made to the Secretary 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:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT--_____________Custodian______________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act_________________________________
tenants in common (State)
UNIF TRF MIN ACT--_____Custodian (until age___________)
(Cust)
____________under Uniform Transfers
(Minor)
to Minors Act_______________________
(State)
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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
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE, OF ASSIGNEE
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Shares
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of the Common Stock represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint
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Attorney 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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X ----------------------------------
X ----------------------------------
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 WHATEVER.
SIGNATURE(S) GUARANTEED:
BY:
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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.
BANKNOTE CORPORATION OF AMERICA, INC. -WALL STREET- E-CENTIVES, INC. -
1-009024-942 - PROOF #1 - 9/20/00 - RAP/MLM
