Form of Certification for Registrant's common stock



 Exhibit 4.10 
  

	 NUMBER
 IWO
	 	SHARES

  

	 COMMON STOCK
	 	COMMON STOCK

  
 [Interwoven Logo]

  
 THIS CERTIFICATE IS TRANSFERABLE IN 
 NEW YORK, NY OR BROOKLYN, NY 
  

	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	CUSIP 46114T 50 8

  

	 THIS CERTIFIES THAT
	 	 SEE REVERSE FOR CERTAIN      
 DEFINITIONS AND A STATEMENT  
 AS TO THE
RIGHTS, PREFERENCES,
 PRIVILEGES AND RESTRICTIONS  
 OF SHARES                        


  
 IS
THE OWNER OF 
  
 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON
STOCK, $.001 PAR VALUE PER SHARE, OF 
  
 INTERWOVEN, INC.

  
 transferable on the books 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 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: 
  

	 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
	 	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
 COUNTERSIGNED AND REGISTERED:

 AMERICAN STOCK TRANSFER & TRUST COMPANY 
 TRANSFER AGENT AND REGISTRAR 
  

		
	 BY
	 	 
	 	 	AUTHORIZED SIGNATURE

  
  

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 INTERWOVEN, INC. 
  
 A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares of
stock of the Corporation, and upon the holders thereof as established by the Certificate of Incorporation or by any certificate of determination of preferences, and the number of shares constituting each class or series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation 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
	 	 	  	 	 	 under Uniform Gifts to Minors

	 	 	 	  	 survivorship and not as tenants
	 	 	  	 	 	 Act
                                        
                                        
              

	 	 	 	  	 in common
	 	 	  	 	 	(State)
	 	 	 	  	 	 	 UNIF TRF MIN ACT
	  	 —
	 	                    Custodian (unit 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, 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

		
	 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.

  

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