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Exhibit 4.1    
    



	COMMON STOCK

NUMBER

A	 	 	 	COMMON STOCK

SHARES

    

	

KINTERA, INC.







	

INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE	
 	

CUSIP 49720P 50 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 PER SHARE, OF 


KINTERA,
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 until
countersigned by the Transfer Agent and Registrar. 


        WITNESS
the facsimile signatures of its duly authorized officers. 


Dated:




	/s/  ALLEN B. GRUBER    

SECRETARY	 	[SEAL]	 	/s/  HARRY E. GRUBER, M.D.    

PRESIDENT
	

COUNTERSIGNED AND REGISTERED:

    U.S. STOCK TRANSFER CORPORATION

        TRANSFER AGENT AND REGISTRAR
	

BY:	
 	

 	
 	

 
	

AUTHORIZED SIGNATURE	
 	

 	
 	

 







KINTERA, INC. 


        A
statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of designation, the
number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as through they were written out in full according to applicable law or
regulations: 



	TEN COM —	as tenants in common	 	UNIF GIFT MIN ACT-	    
 (Cust)	 	Custodian	 	    
 (Minor)
	TEN ENT —	as tenants by the entireties	 	 	 	 	 	 	 
	

JT TE —	

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)	 	 	 	 
	

 	

 	
 	

 	

 	
 	

under Uniform Transfers
	 	 	 	 	
 (Minor)	 	 	 	 
	

 	

 	
 	

 	

to Minors Act	
 	

 	
 	

 
	 	 	 	 	 	 	
 (State)





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


FOR
VALUE RECEIVED,
                                         
                                          
              hereby sells, assigns and transfers 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 common stock represented by the within Certificate, and does 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	

 	
 	

 	
 	

 
	 	
	 	 	 	 
	

 	

 	
 	

X	
 	

 
	 	 	 	 	 	

	

 	

 	
 	

X	
 	

 
	 	 	 	 	 	

	 	NOTICE:	 	 	 	THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





Signature(s)
Guaranteed 



	

By	

 	
 	

 
	 	
	 	 
	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.	 	 











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Exhibit 4.1