Exhibit 4.1  

 






 



							
	COMMON STOCK	 	 	 	 	 	 COMMON STOCK
	PAR VALUE $0.001	 	 	 	 	 	 THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA AND NEW YORK, NY
	


 
	Certificate Number
 ZQ 000000	 	 	 	 	 	 
	
 EPOCRATES, INC.
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	
    	
 	

 	
 	

 	
 	

 
	 	 	 	 	 	 	 
	THIS CERTIFIES THAT	 	 	 	 	 	CUSIP 29429D 10 3
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 SEE REVERSE FOR CERTAIN DEFINITIONS
	
 is the owner of	
 	

 	
 	

 	
 	

 
	

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF






 

 Epocrates, Inc. (hereinafter called the "Company"), transferable on the books of the Company in person or by duly authorized attorney, upon
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 of the Certificate of Incorporation,
as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof,
assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 


Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 

 






 



							
	 	 	 	 	DATED <<Month Day, Year>>
	
 FACSIMILE SIGNATURE TO COME

  
 President	
 	
 [SEAL]	
 	
 COUNTERSIGNED AND REGISTERED:
 COMPUTERSHARE TRUST COMPANY, N.A.
 TRANSFER AGENT AND REGISTRAR,
	
 FACSIMILE SIGNATURE TO COME	
 	

 	
 	

 	
 	

 
	
 Secretary	
 	
 	
 	
 By	
 	
  






 AUTHORIZED SIGNATURE






 

 





 EPOCRATES, INC.  


THE
COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES,
WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE
VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK
CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED
LOSS OR DESTRUCTION OF ANY SUCH 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 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 in common	 	 	 	 	 	 	 	under Uniform Gifts to Minors Act

 






  (State)
	

 	
 	

 	
 	

 	
 	

 	
 	
UNIF TRF MIN ACT	
 	
—	
 	
  







 	
 	
Custodian (until age)	
 	
    







 
	 	 	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	 	 	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 POSTAL ZIP CODE, OF ASSIGNEE)
	 







 
	

 







 
	

  







 	
 	
Shares
	of the capital 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 Company with full power of substitution in the premises.




 


 






 



											
	
 Dated:	
 	
  







 	
 	
20	
 	
  







 	
 	
Signature(s) Guaranteed: Medallion Guarantee Stamp
	 	 	 	 	 	 	 	 	 	 	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 17Ad-15.
	Signature:	 	 	 	  







 	 	 	 	 	 	 
	
 Signature:	
 	

 	
 	
 







 	
 	

 	
 	

 	
 	

 
	 	 	Notice:	 	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.