SPECIMEN COMMON STOCK CERTIFICATE




 Exhibit 4.1 
  

INCORPORATED UNDER THE LAWS 
 OF
THE STATE OF DELAWARE 
  
 [MOTIVE LOGO] 
  
 COMMON STOCK 
  

			
	THIS CERTIFICATE IS TRANSFERABLE IN	 	CUSIP 61980V 10 7
	NEW YORK, NY AND RIDGEFIELD PARK, NJ	 	SEE REVERSE FOR CERTAIN DEFINITIONS

  
  
 MOTIVE, INC. 
  
  
 This certifies
that                                        
                                        
                                     is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
$O.OO1 PER SHARE, OF 
  
 MOTIVE, 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 unless countersigned by the Transfer Agent and registered by the Registrar. 
 WITNESS the seal of the Corporation and the signatures of its duly authorized officers. 
  
 Dated: 
  

			
	CHIEF EXECUTIVE OFFICER	 	COUNTERSIGNED AND REGISTERED:
	 	 	                 MELLON INVESTOR SERVICES LLC
	 	 	TRANSFER AGENT AND REGISTRAR
	 	 	 
	SECRETARY	 	AUTHORIZED SIGNATURE

  
  
  

 1 









 MOTIVE, INC. 
  
 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
	 	under Uniform Gifts to Minors
	 JT TEN - as joint tenants with right of survivorship and not as tenants in common
	 	 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 POSTAL ZIP CODE, OF
ASSIGNEE

	
	 
	
	 
	
	 
	
	 
	
	 
	
	                                       
                                        
                                        
                                        
                           Shares

	 of the Stock represented by the within Certificate, and do(es) 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
                                        
                                
	  	 

  

			
	NOTICE:	 	X                                      
                                        
                           
	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
EN-
LARGEMENT OR ANY CHANGE WHATEVER.	 	(SIGNATURE)
	 	 	X                                      
                                        
                           
	 	 	(SIGNATURE)
		
	 	 	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.
		
	 	 	SIGNATURE(S) GUARANTEED BY: