EX-4.1



 Exhibit 4.1 
  

	
	





 Exhibit 4.1 
NUMBER 
TM 
TubeMogul 
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
SHARES 
CUSIP 898570 10 6 
SEE REVERSE FOR CERTAIN DEFINITIONS 
This certifies that 
is the record holder of 
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF 
TUBEMOGUL, INC.

transferable on the books of the Corporation 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 Bylaws, as amended, of the Corporation (copies of which are on file with the Corporation and with
the Transfer Agent), to all of which each holder, by acceptance hereof, assents. 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: 
PRESIDENT & CHIEF EXECUTIVE OFFICER 
TUBEMOGUL, INC. 
CORPORATE 
SEAL 
January 21, 
2014 
DELAWARE 
SECRETARY 
COUNTERSIGNED AND REGISTERED: 
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 
(NEW YORK, NY) TRANSFER AGENT AND REGISTRAR

BY: 
AUTHORIZED SIGNATURE 







 The Corporation shall furnish without charge to each stockholder who so requests a statement of
the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights,
which are fixed by the Certificate of Incorporation of the Corporation, as amended, and the resolutions of the Board of Directors of the Corporation, and the authority of the Board of Directors to determine variations for future series. Such
requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. The Board of Directors may require the owner of a lost or destroyed stock certificate, or his or her legal representative, to give the Corporation
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	 		 		 	under Uniform Gifts to Minors Act	 	
		 		 	survivorship and not as tenants	 		 		 	  
	 	
		 		 	in common	 		 		 		 	(State)	 		 	
	COM PROP	 	–	 	as community property	 		 	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(s), assign(s) and transfer(s) 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 capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint

 
  

	attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises.

  

			
	Dated	 	  


  

							
		  	X	 	  

		  	X	 	  

	 Signature(s) Guaranteed:
	  		 	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 WHATSOEVER.

  

			
	By	 	  

	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. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.