NUMBER __________	COMMON STOCK


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


NOSTALGIA
FAMILY BRANDS, INC.


Incorporated
under the Laws of the State of Delaware


 


THIS CERTIFIES THAT ________________________________________________________________________


is the owner of _________________________________________________________________________________


 


FULLY PAID
AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF


 


NOSTALGIA
FAMILY BRANDS, INC.


 


(hereinafter
called the "Corporation"), transferable upon the books of the Corporation by the holder hereof in person or by its duly
authorized attorney upon surrender of this certificate properly endorsed or assigned. This certificate and the shares represented
hereby are issued under and shall be subject to all the provisions of the Certificate of Incorporation and the By-Laws of the
Corporation, as amended and/or restated from time to time, to all of which the holder by acceptance hereof assents.


 


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


 


[NOSTALGIA
FAMILY BRANDS, INC.]


[DELAWARE
CORPORATE SEAL 2010]


 


	 	 	 
	President	 	Secretary


 



    	 



    	 



    

 


NOSTALGIA
FAMILY BRANDS, INC.


 


The
Corporation will 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 or series thereof of the Corporation, and
the qualifications, limitations, or restrictions of such preferences and/or rights. Any such request must be made to the Secretary
of the Corporation.


 


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	 	under Uniform Gifts to Minors Act ______________
	  and not as tenants 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 Corporation will 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) SHOULD 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).