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EXHIBIT 4.3
Common Stock
$0.001 Par Value
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Number Shares
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[MOTIVE LOGO APPEARS HERE]
Motive Communications, Inc.
INCORPORATED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERABLE IN
OF THE STATE OF DELAWARE NEW YORK, NY AND RIDGEFIELD PARK, NJ CUSIP 6198OJ 10 4
SEE REVERSE FOR CERTAIN DEFINITIONS
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THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
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FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF
Motive Communications, Inc., a Delaware corporation (hereinafter referred to as the "Corporation"), transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not
valid unless countersigned by the transfer agent and registered by the registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[MOTIVE COMMUNICATIONS, INC. COUNTERSIGNED AND REGISTERED:
CORPORATE SEAL APPEARS HERE] CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
/s/ LINDA G. HAMANN /s/ SCOTT HARMON
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER AUTHORIZED SIGNATURE
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MOTIVE COMMUNICATIONS, INC.
The Corporation will furnish without charge to each stockholder who so
requests, a copy of the designations, powers, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such requests 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:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- .....Custodian.....
TEN ENT -- as tenants by the (Cust) (Minor)
entireties under Uniform
JT TEN -- as joint tenants with Gifts to Minors
right of survivorship Act................
and not as tenants in (State)
common
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 ZIP CODE OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ shares
of the 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 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.
