**Exhibit 4.1**

 

 

SEE REVERSE FOR CERTAIN DEFINITIONS 

THIS CERTIFIES THAT 

 

is the registered holder of 

 

**FULLY PAID AND NON ASSESSABLE SHARES OF THE COMMON STOCK,PAR VALUE $.01 PER SHARE, OF**

**MEREDITH ENTERPRISES, INC.**

transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificateproperly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 

 

In Witness Whereof, the Corporation has caused this Certificate to be signed with the facsimile signatures of its duly authorized officersand its facsimile seal to be affixed. 

 

 

 

**MEREDITHENTERPRISES, INC.**

 

THE SHARES OF COMMON STOCKREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO PERSON MAYBENEFICIALLY OWN SHARES OF COMMON STOCK IN EXCESS OF 5.0% (OR SUCH OTHER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE CORPORATION) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION, AND NO PERSON MAY CONSTRUCTIVELY OWN SHARES OFCOMMON STOCK IN EXCESS OF THE ABOVE LIMITATIONS. ANY PERSON WHO ATTEMPTS TO BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. ANY TRANSFER WHICH IF EFFECTIVEWOULD CAUSE ANY PERSON TO BENEFICIALLY OWN MORE THAN 5.0% OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION (OR AMONG OTHER THINGS, IF THE BOARD OF DIRECTORS DETERMINES THAT A PURPORTED TRANSFER, IF EFFECTIVE, WOULD VIOLATE THE FOREGOINGRESTRICTIONS, THE PURPORTED TRANSFEREE OF SUCH SHARES SHALL BE DEEMED TO HAVE GRANTED AN OPTION TO THE CORPORATION TO REDEEM SUCH SHARES AT A PRICE EQUAL TO THE LESSER OF: (i) THE PRICE TO BE PAID IN THE TRANSACTION WHICH, IF EFFECTIVE, WOULDVIOLATE THE FOREGOING LIMITATIONS; OR (ii) THE FAIR MARKET VALUE OF SUCH SHARES AS OF THE DATE OF EXERCISE OF SUCH OPTION. ALL TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CORPORATION’S RESTATED CERTIFICATE OF INCORPORATION, AS SUCHMAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBYMAY BE AUTOMATICALLY REDEEMED. 

 

The followingabbreviations, 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 incommon                        UNIF GIFT/TRANSFER MIN ACT–                     Custodian                 

TEN ENT      – as tenants by the entireties                                                                                    (Cust)                        (Minor) 

JT TEN          – as joint tenants with right of                                                                          under Uniform Gift/Transfer to 

                                        survivorship and not astenants                                                                      Minors Act                        

                                        incommon                                                                                                                                    (State) 

 

 

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

 

 

*For value received,                                  herebysell, assign and transfer unto*

 

PLEASEINSERT 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 bythe 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 EVERYPARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

**SIGNATURE(S) GUARANTEED:**