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EXHIBIT 4.1
[LOGO CHANGEPOINT CORPORATION]
Number Common
Shares
CHANGEPOINT CORPORATION
INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO
CUSIP 15910Q 10 9
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NON-ASSESSABLE COMMON SHARES
WITHOUT PAR VALUE OF THE CAPITAL STOCK OF
CHANGEPOINT CORPORATION
transferable only on the books of the Corporation by the registered holder in
person or by duly authorized Attorney on surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar of the Corporation.
The class or series of shares represented by this Certificate has rights,
privileges, restrictions or conditions attached thereto and the Corporation will
furnish to the holder, on demand and without charge, a full copy of the text of,
(i) the rights, privileges, restrictions and conditions attached to the said
shares and to each class authorized to be issued and to each series insofar
as the same have been fixed by the directors, and
(ii) the authority of the directors to fix the rights, privileges, restrictions
and conditions of subsequent series, if applicable.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
signed by its duly authorized officers.
DATED:
COUNTERSIGNED AND REGISTERED
AMERICAN SECURITIES TRANSFER Denver
TRUST, INC. New York
TRANSFER AGENT AND REGISTRAR
"Gerry Smith"
PRESIDENT
"John Anhang"
SECRETARY
BY:
AUTHORIZED OFFICER
TRANSFERS OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE EFFECTED AT
AMERICAN SECURITIES TRANSFER & TRUST, INC. IN THE CITIES OF DENVER AND NEW YORK.
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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.
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL INSURANCE, SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF TRANSFEREE
(Name and address of transferee)
shares
registered in the name of the undersigned on the books of the Corporation named
on the face of this Certificate and represented hereby, and irrevocably
constitutes and appoints
the attorney
of the undersigned to transfer the said shares on the register of transfers and
books of the Corporation with full power of substitution hereunder.
DATED:
(Signature of Witness) (Signature of Shareholder)
Printed in Canada
