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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