Specimen Class a Common Stock Certificate Face

by Classmates Media CORP
November 8th, 2007

EXHIBIT 4.1

 

SPECIMEN CLASS A COMMON STOCK CERTIFICATE

 

FACE

 

COMMON STOCK  [CLASSMATES MEDIA CORPORATION LOGO] CLASSMATES MEDIA CORPORATION  CLASS A COMMON STOCK

 

INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE

 

SEE REVERSE FOR CERTAIN DEFINITIONS

 

CUSIP 182742 106

 

THIS CERTIFIES THAT                       IS THE RECORD HOLDER OF

 

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE OF,  CLASSMATES MEDIA CORPORATION

 

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

 

WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

 

Dated:

 

 

 

 

 

 

 

 

Frederic A. Randall, Jr.

Mark R. Goldston

SECRETARY

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 

 

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

 

BY

AUTHORIZED SIGNATURE

 

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REVERSE

 

This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Classmates Media Corporation (the “Corporation”) and the Rights Agent thereunder (the “Rights Agent”) dated as of                                    , 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Class A Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Class A Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

 

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

 

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

TEN ENT

 

 

as tenants by the entireties

JT TEN

 

 

as joint tenants with right of survivorship and not as tenants in common

COM PROP

 

 

as community property

UNIF GIFT MIN ACT

 

Custodian

 

 

 

(Cust) (Minor) 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 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 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

 

X

 

 

 

X

 

 

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NOTICE: 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 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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