exv4w1



 




Exhibit 4.1






	NUMBER ICG SHARES INTERNET CAPITAL GROUP, INC. COMMON STOCK INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS C U S I P 46059C 20 5 This Certifies that: Is
the owner of: FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF
Internet Capital Group, Inc. hereinafter called the “Corporation”, transferable only on the books
of the Corporation by the holder hereof in person, or by his duly authorized attorney, upon the
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 contained in the Corporation’s
Restated Certificate of Incorporation, as amended (copies of which are on file with the Transfer
Agent), to which the holder by acceptance hereof assents. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar. WlTNESSthe:facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. DATED: SECRETARY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Internet Capital Group, Inc. Corporate Seal 1999
Delaware * Countersigned and Registered: Mellon Investor Services LLC Transfer Agent and Registrar
Authorized Signature






 









 





INTERNET CAPITAL GROUP, INC.




     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 request shall
be made to the Corporation’s Secretary at the principal office of the Corporation or to the
Transfer Agent and Registrar named on the face of this Certificate.



     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 TRANS 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
in common	 	 	 	under Uniform Transfers to Minors Act	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(State)
	 	 	 	 






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
	 	 	 	 	 
	 	 

	 	 	 	 	 
	 	

	 	 	 	 	 
	 	 	 	 	 
	 	


	 	 	 	 	 
	 	 	 	 	 
	 	(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:
	 	 	 	 
	

	 	

	 	 
	

	 	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.	 	 
	 
	 	 	 	 
	 
	 	 	 	 




KEEP THIS CERTIFICATE IN A
SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.



This certificate also evidences and entitles the holder hereof to certain Rights as set forth in
the Rights Agreement between Internet Capital Group, Inc. (the “Company”) and Mellon Investor
Services LLC (the “Rights Agent”), dated as of November 22, 2000 (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file at the
principal offices of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced
by this certificate. The Company will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written
request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), whether currently held by or
on behalf of such Person or by any subsequent holder, may become null and void.