exv4w1



 




Exhibit 4.1







	 	 	 	 	 
	COMMON STOCK

 

ZIPR
	 	
	 	COMMON STOCK
	INCORPORATED UNDER THE

LAWS OF THE STATE OF DELAWARE
	 	 	 	SEE REVERSE FOR

CERTAIN DEFINITIONS
	 	 	 	 	 
	
	 	 	 	CUSIP 98974V 10 7









THIS CERTIFIES THAT


 


 


 



IS THE REGISTERED HOLDER OF






FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF







transferable only on the books of the Corporation by the holder hereof, in
person or by duly authorized attorney, upon surrender of this certificate
properly endorsed or assigned. 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:







COUNTERSIGNED AND REGISTERED


AMERICAN STOCK TRANSFER & TRUST COMPANY


TRANSFER AGENT AND REGISTRAR



 


AUTHORIZED SIGNATURE






 









 









ZIPREALTY, 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 holders thereof as established by the certificate
of incorporation, and the number of shares constituting each series and the
designations thereof, may be obtained by any stockholder 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
	 
	 	 
	TEN ENT-

	 	as tenants by the entireties
	 
	 	 
	JT TEN-

	 	as joint tenants with

right of survivorship and

not as tenants in common











UNIF GIFT MIN ACT-                   Custodian                                      

                                   (Cust)                              (Minor)

                              under Uniform Gifts to Minors

                              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, 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 of the within named Corporation, represented
by the within Certificate and do hereby irrevocably constitute and appoint















Attorney to transfer the said shares of said Common Stock on the books of
the said Corporation, pursuant to the provisons of the bylaws thereof, with
full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated

	 	 	 	X	 	 
	

	 	
 
	 	 	 	
 
	

	 	 	 	 	 	NOTICE: THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST
STRICTLY CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR AND
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.	 	 	 	 
	 
 
 
 
	 	 	 	 	 	 






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