Prepared by MERRILL CORPORATION




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EXHIBIT 4.1    
  


 
 

SPECIMEN STOCK CERTIFICATE    
  



FACE  


COMMON STOCK  [UNITED ONLINE LOGO] UNITED ONLINE, INC.  COMMON STOCK  


LU  


INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE


SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP  


THIS CERTIFIES THAT                         IS THE RECORD HOLDER OF  



FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE, OF UNITED ONLINE, INC.  


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:	 	 	 	 
	

 	
 	

 	
 	

 
	/s/ FREDERIC A. RANDALL, JR.   
 Frederic A. Randall, Jr.
 SECRETARY	 	 	 	/s/ MARK R. GOLDSTON   
 Mark R. Goldston
 CHAIRMAN AND CHIEF EXECUTIVE OFFICER





COUNTERSIGNED AND REGISTERED:

U.S. STOCK TRANSFER CORPORATION

TRANSFER AGENT AND REGISTRAR


BY
  AUTHORIZED SIGNATURE
  BACK


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

 
	
 	

 	
 	

 





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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EXHIBIT 4.1

SPECIMEN STOCK CERTIFICATE