Attached files

file filename
S-1/A - PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 - Workday, Inc.d385110ds1a.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Workday, Inc.d385110dex11.htm
EX-5.1 - OPINION OF FENWICK & WEST LLP - Workday, Inc.d385110dex51.htm
EX-3.1 - CERTIFICATE OF INCORPORATION OF REGISTRANT - Workday, Inc.d385110dex31.htm
EX-3.4 - FORM OF RESTATED BYLAWS OF REGISTRANT - Workday, Inc.d385110dex34.htm
EX-3.3 - FORM OF RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT - Workday, Inc.d385110dex33.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - Workday, Inc.d385110dex231.htm
EX-10.11 - STOCK RESTRICTION AGREEMENT - Workday, Inc.d385110dex1011.htm

Exhibit 4.1

 

LOGO


THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY 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 survivorship and not as tenants in common        under Uniform Gifts to Minors Act                                     
             (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 POSTAL ZIP CODE OF ASSIGNEE

 

 

 

Shares

of the Class A Common 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 Corporation 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.