PeopleSupport, Inc. – IPO: ‘S-1/A’ on 8/11/04 – EX-4.1

On:  Wednesday, 8/11/04, at 9:02pm ET   ·   As of:  8/12/04   ·   Accession #:  950148-4-995   ·   File #:  333-115328

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Peoplesupport, Inc.- Amend.No.4 -                   HTML   1.41M 
                          Reg.No.333-115328                                      
 2: EX-3.1.2    Certificate of Amendment of Certificate of Inc.        5     21K 
 3: EX-3.1.3    Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     10K 
 8: EX-10.12    Form of 2004 Stock Incentive Plan Stock Option        10     34K 
                          Agmt                                                   
 5: EX-10.4     Material Contract                                     41    137K 
 6: EX-10.7     Material Contract                                     36    162K 
 7: EX-10.8     Material Contract                                     55    221K 
 9: EX-23.2     Consent of Bdo Seidman, LLP                         HTML      7K 
10: EX-23.3     Consent of Pricewaterhousecoopers LLP                  1      6K 

EX-4.1   —   Instrument Defining the Rights of Security Holders

EX-4.1
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COMMON                                   COMMON 

Number                                          Shares
PS                   FOR POSITION ONLY                      

(PEOPLESUPPORT LOGO)

PEOPLESUPPORT, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                                               CUSIP 712714 30 2

THIS CERTIFIES THAT                                              SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

IS THE OWNER OF                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
$.001 EACH OF 

PEOPLESUPPORT, INC. 

transferable on the books of the Corporation 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 registered by the    
Registrar.                                                                      
    WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.                                                

Dated:                                                                          
(PEOPLESUPPORT, INC. SEAL)

Secretary                                    President

COUNTERSIGNED AND REGISTERED                                                    
REGISTRAR AND TRANSFER COMPANY                                        
(Cranford, NJ)      TRANSFER AGENT                          
AND REGISTRAR     

BY                                                                              

AUTHORIZED SIGNATURE            

EX-4.1
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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:                                    

                                                        [Enlarge/Download Table]
                                                                                                    
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          
          survivorship and not as tenants                    Act..............                      
          in common                                               (State)                           

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

For value received, _________________________ hereby sell, assign and transfer  
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 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                                                                           
--------------------------                                          

                      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.

Signature(s) Guaranteed:                                                        

-------------------------------------------------------                         
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.                                                

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR      
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO   
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.