exv4w3



 




 EXHIBIT 4.3




		
	Rights Certificate No.:	Number of Rights:            




THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY’S PROSPECTUS
DATED                     ,
2004 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION
AGENT.




CRITICAL PATH, INC.



Incorporated under the laws of the State of
California




CUSIP
NO.:                     



SUBSCRIPTION RIGHTS CERTIFICATE



Evidencing Subscription Rights to
Purchase                     Shares
of




Series E Redeemable Convertible Preferred
Stock of Critical Path, Inc.




Subscription Price: $1.50 per share




The Subscription Rights Will Expire If Not
Exercised On or Before 5:00 P.M.,



New York City Time,
on                     ,
2004,




Unless Extended or the Rights Offering is
Terminated By the Company




REGISTERED OWNER:



     
THIS CERTIFIES THAT the registered owner whose
name is inscribed hereon is the owner of the number of
subscription rights (“Rights”) set forth above. Each
whole Right entitles the holder thereof, or its assigns, to
subscribe for and purchase, at the subscription price per share
of $1.50 (the “Subscription Price”), one share of the
Series E Convertible Preferred Stock, par value $0.001 per
share (“Series E Preferred Stock”) of Critical
Path, Inc., a California corporation (the “Company”)
(the “Basic Subscription Right”), pursuant to a rights
offering (the “Rights Offering”), on the terms and
subject to the conditions set forth in the Prospectus and the
“Instructions for Use of Critical Path Subscription Rights
Certificates” accompanying this Subscription Rights
Certificate.



     
If any shares of the Series E Preferred
Stock available for purchase in the Rights Offering are not
purchased by other holders of Rights pursuant to the exercise of
their Basic Subscription Right (the “Excess Shares”),
any Rights holder that exercises its Basic Subscription Rights
in full may subscribe for a number of Excess Shares pursuant to
the terms and conditions of the Rights Offering, subject to
proration, as described in the Prospectus (the
“Over-Subscription Right”). The Rights represented by
this Subscription Rights Certificate may be exercised by
completing Form-1 and any other appropriate forms on the reverse
side hereof and by returning the full payment of the
Subscription Price for each Right subscribed for in accordance
with the “Instructions for Use of Critical Path
Subscription Rights Certificates” that accompany this
Subscription Rights Certificate. The Rights evidenced by this
Subscription Rights Certificate may also be transferred or sold
by completing the appropriate forms on the reverse side hereof
in accordance with the “Instructions for use of Critical
Path Subscription Rights Certificates” that accompany this
Subscription Rights Certificate.



     
Transferable on the books of Critical Path, Inc.
in person or by duly authorized attorney upon surrender of this
Subscription Rights Certificate properly endorsed.



     
This Subscription Rights Certificate is not valid
unless countersigned by the transfer agent and registered by the
registrar.



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IN WITNESS WHEREOF, the Company has caused this
Subscription Rights Certificate to be duly executed under its
corporate seal.




Dated:                     ,
2004




		
	 	
    CRITICAL PATH, INC.
    





			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





			
	 	By: 	
    




		
	 	
    Name:
    
	 	
    Title:
    





COUNTERSIGNED AND REGISTERED BY:




COMPUTERSHARE TRUST




COMPANY (Golden, CO)





Transfer Agent And Registrar





	 	 	 
	
    By: 
Name:

    Title:
    	 	 




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DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE




For delivery by mail:



Computershare Trust Company



P.O. Box 1596




Denver, CO 80201-1596




By hand delivery or overnight
courier:



Computershare Trust Company



350 Indiana Street, Suite 800




Golden, Colorado 80401




Tel: (303) 262-0600 Ext. 4732




Delivery other than in the manner or to the
addresses listed above will



not constitute valid delivery.




PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY.



FORM 1 — EXERCISE OF SUBSCRIPTION
RIGHTS


     
To subscribe for shares pursuant to your Basic
Subscription Right, please complete lines (a) and (c) and
sign under Form 4 below. To subscribe for shares pursuant
to your Over-subscription Right, please also complete
line (b) and sign under Form 4 below.




(a) I apply for
            Shares          ×          $1.50       =
$            




                                   (No.
of new
Shares)               (subscription
price)            (Payment)




     
If you have exercised your Basic Subscription
Right in full and wish to subscribe for additional shares
pursuant to your Over-Subscription Right:




(b) I apply for
            Shares          ×          $1.50       =
$            




                                   (No.
of new
Shares)               (subscription
price)            (Payment)





(c) Total Amount of Payment
Enclosed = $





METHOD OF PAYMENT (CHECK ONE):



		
	o	
    Check or bank draft drawn on a U.S. bank, or
    postal, telegraphic or express money order payable to
    “Computershare Trust Company, as Subscription Agent for
    Critical Path, Inc.” Funds paid by an uncertified check may
    take at least five business days to clear.
    
	 
	o	
    Wire transfer of immediately available funds
    directly to the account maintained by Computershare Trust
    Company, as Subscription Agent for Critical Path, Inc., for
    purposes of accepting subscriptions in this Rights Offering
    Keybank at ABA #307070267, Computershare Trust Company
    Escrow Account No. 85-02961.
    




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FORM 2 — SALE OR TRANSFER TO
DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER


     
To sell or transfer your subscription rights to
another person, complete this Form and have your signature
guaranteed under Form 5. To sell your subscription rights
through your bank or broker, sign below under this Form 2
and have your signature guaranteed under Form 5, but leave
the rest of this Form 2 blank.



     
For value received
                              
of the subscription rights represented by this Subscription
Rights Certificate are assigned to:









(Print Full Name of Assignee)










(Print Full Address)










Tax ID or Social Security No.










Signature(s)





IMPORTANT: The signature(s) must correspond with
the name(s) as printed on the reverse of this Subscription
Rights Certificate in every particular, without alteration or
enlargement, or any other change whatsoever.




FOR INSTRUCTIONS ON THE USE OF CRITICAL PATH,
INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT GEORGESON
SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT.
SHAREHOLDERS PLEASE CALL TOLL-FREE (800) 843-1451. BANKS
AND BROKERAGE FIRMS PLEASE CALL (212) 440-9000.




FORM 3 — DELIVERY TO DIFFERENT
ADDRESS


     
If you wish for the Series E Preferred Stock
underlying your subscription rights to be delivered to an
address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate
address below, sign under Form 4 and have your signature
guaranteed under Form 5.




			
	 	
    
	 
	 
	 	
    
	 
	 
	 	
    
	 





FORM 4 — SIGNATURE


     
I acknowledge that I have received the Prospectus
for this Rights Offering and I hereby irrevocably subscribe for
the number of shares indicated above on the terms and conditions
specified in the Prospectus.









Signature(s)





IMPORTANT: The signature(s) must correspond with
the name(s) as printed on the reverse of this Subscription
Rights Certificate in every particular, without alteration or
enlargement, or any other change whatsoever.



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FORM 5 — SIGNATURE
GUARANTEE


     
This form must be completed if you have completed
any portion of Forms 2 or 3.




Signature
Guaranteed: 





(Name of Bank or Firm)





By: 





(Signature of Officer)





IMPORTANT: The signature(s) should be guaranteed
by an eligible guarantor institution (bank, stock broker,
savings & loan association or credit union) with membership
in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.



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