Exhibit 4.2



 Exhibit 4.2 

 
 




 
 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS#

 COMMON STOCK 
 PAR VALUE $0.001 
 COMMON STOCK THIS 

CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY 

channeladvisor 
 Certificate Shares 
 Number * * 000000
****************** 
 ***000000 ***************** 

ZQ00000000 ****000000 **************** 
 CHANNELADVISOR CORPORATION *****000000 *************** 
 ******000000 ************** 
 INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE 
 THIS CERTIFIES THAT 

MR. SAMPLE & MRS. SAMPLE & 
 CUSIP 159179 10 0 
 MR. SAMPLE & MRS. SAMPLE

 is the owner of SEE REVERSE FOR CERTAIN DEFINITIONS 

***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO*** 
 FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF 
 ChannelAdvisor Corporation (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. 

Chief Executive Officer 
 Chief Financial Officer and Treasurer 
 General
Counsel and Secretary 
 CHANNELADVISOR CORPORATION 

SEAL 2001 DELAWARE 
 SECURITY INSTRUCTIONS ON REVERSE 
 DATED
DD-MMM-YYYY 
 COUNTERSIGNED AND REGISTERED: 

COMPUTERSHARE TRUST COMPANY, N.A. 
 TRANSFER AGENT AND REGISTRAR, 
 By 

AUTHORIZED SIGNATURE 
 A123456 
 channeladvisor 

PO BOX 43004, Providence, RI 02940-3004 
 MR A SAMPLE 
 DESIGNATION (IF ANY) ADD 1 ADD 2 ADD
3 ADD 4 
 CUSIP XXXXXX XX X 
 Holder ID XXXXXXXXXX 
 Insurance Value 1,000,000.00

 Number of Shares 123456 
 DTC 12345678 123456789012345 
 Certificate Numbers
Num/No. Denom. Total 
 1234567890/1234567890 111 

1234567890/1234567890 222 
 1234567890/1234567890 333 
 1234567890/1234567890
444 
 1234567890/1234567890 555 
 1234567890/1234567890 666 
 Total Transaction 7








  
  

CHANNELADVISOR CORPORATION 
 THE COMPANY WILL
FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER 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                             
                   
		 		 		 		 		 	              (Cust)               
                                  (Minor)
	TEN ENT	 	-	 	as tenants by the entireties	 		 		 	under Uniform Gifts to Minors Act                    
                          
		 		 		 		 		 	                              
                                         
     (State)
	JT TEN	 	-	 	as joint tenants with right of survivorship and not as tenants in common	 		 	UNIF TRF MIN ACT -	 	                             
         Custodian (until age                          
     )
		 		 	 	 		 	              (Cust)
		 		 	 	 		 	                   under Uniform Transfers to Minors 
Act                   
		 		 	 	 		 	  (Minor)                           
                                         
     (State)

 Additional abbreviations may also be used though not in the above list. 

 

							
		 		 		 	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	For value received,	 		 	hereby sell, assign and transfer unto 	 	 
		 		 		 	 

  

	
	  

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL 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 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.
	  

  

					
	



	  	 The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the
legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out
(FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.
  
 If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and
transferred to the appropriate state.