1
EXHIBIT 4.1
COMMON STOCK COMMON STOCK
[PROBUSINESS LOGO]
PRBZ
PROBUSINESS SERVICES, INC.
PAR VALUE $.001 SEE REVERSE FOR CERTAIN DEFINITIONS AND
A STATEMENT OF RESTRICTIONS ON SHARES
CUSIP 742674 10 4
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$.001 PAR VALUE PER SHARE OF
PROBUSINESS SERVICES, INC.
transferable on the bank 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 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:
[PROBUSINESS SERVICES, INC. SEAL]
/s/ Steven Klei /s/ Thomas H.Sinton
VICE PRESIDENT, CHIEF FINANCIAL OFFICER PRESIDENT AND
AND SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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AMERICAN BANK NOTE COMPANY APRIL 4, 1997 dw
3604 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807 049068fc
(562) 989-2333
(FAX) (562) 426-7450 270-19X proof [initialed] REV 2
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2
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 as established, from time to time, by the Certificate
of Incorporation of the Corporation and by any certificate of determination,
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon request and without charge
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 UNIF GIFT MIN ACT -- .......... Custodian .............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common 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
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_______________________________________________________________________________
(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 __________________________________________________________
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 ________________________________________________
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 17 AG-16.
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AMERICAN BANK NOTE COMPANY APRIL 4, 1997 dw
3504 ATLANTIC AVENUE
049068bk
SUITE 12
LONG BEACH, CA 90807
(562) 959-2333
(FAX) (562) 426-7450 proof [initialed] REV 1
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