specimencertificate.htm


    EXHIBIT
4.1

    
 

    


    


         COMMON
STOCK                                                                                  PAR VALUE
$.001

    


               
NUMBER                                                                                              SHARES

    


    INCORPORATED
UNDER THE LAWS

    OF THE
STATE OF DELAWARE

                                                                                    
CUSIP 71375U 10 1

    THIS
CERTIFICATE IS TRANSFERABLE
IN                                                                                                        
SEE REVERSE FOR CERTAIN DEFINITIONS

    JERSEY
CITY, NJ, NEW YORK, NY AND

    PITTSBURGH,
PA

                            

                                    [PERFICIENT
INC. LOGO]

     

                                      PERFICIENT,
INC.

    


    THIS
CERTIFIES THAT

    


    


    IS THE
RECORD HOLDER OF

    


                            

                         FULLY PAID AND NONASSESSABLE
SHARES OF COMMON STOCK OF

    


    


    Perficient,
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.

    


    COUNTERSIGNED
AND REGISTERED

    MELLON INVESTOR SERVICES
LLC

    BY:                                         TRANSFER
AGENT AND REGISTRAR

    AUTHORIZED SIGNATURE

    


    Dated:

    


    


    /s/ Paul
E. Martin                            [PERFICIENT,
INC.
SEAL]                                        /s/
Jeffrey S. Davis

    


    CHIEF
FINANCIAL OFFICER AND
SECRETARY                                                                                                 PRESIDENT
AND CHIEF OPERATING OFFICER

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


                                                      PERFICIENT,
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 entireties

            	 
      	
                                                        (Cust)                    (Minor)

            
	
              JT
      TEN      -  as joint tenants with right
      of

            	 
      	
                                                   
      under Uniform Gifts to Minors

            
	
                                   
      survivorship and not as

                                   
      tenants in common

            	 
      	
                                                   
      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 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(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) 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.