Prepared by MERRILL CORPORATION




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Exhibit 4.1    
  



	 	 	BORDER STYLE C	 	 
	

 	
 	

 	
 	

 
	NUMBER	 	 	 	SHARES
	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 
	COMMON STOCK	 	 	 	COMMON STOCK
	PAR VALUE $.001	 	 	 	PAR VALUE $.001
	 TWO WAY TV (US), INC.
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	CUSIP 000000  00  0
	

 	
 	

 	
 	

 
	THIS CERTIFIES that	 	 	 	 
		 	 	 	 
	is the owner of	 	 	 	 
	

 	
 	

 	
 	

 
	 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
	

 	
 	

 	
 	

 
	TWO WAY TV (US), INC.
	 transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed.
	  This Certificate is not valid unless duly countersigned by the Transfer Agent and registered by the Registrar.
	  Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers.





	
DATED:	
 	

 	
 	

 
	
Countersigned and Registered:	
 	

 	
 	

 
	COLONIAL STOCK TRANSFER & TRUST COMPANY	 	 	 	 
	Transfer Agent and Registrar	 	[CORPORATE SEAL]	 	 
	By	 	 	 	 
	

AUTHORIZED SIGNATURE	
 	

 	
 	

SECRETARY          PRESIDENT








        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	 	 
	 	 	 	 	 	 	 	 	 	 	
 (Cust)	 	 	 	
 (Minor)
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	under Uniform Gifts to Minors Act
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	
 (Share)
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

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





        For Value received,
                                        
hereby sells, assigns and transfers unto 



	PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER	 	 
	
	 	 
	

 	
 	

 
	
 (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
	

 	
 	

 
	

	

 	
 	

 
	
 Shares of the Common Stock represented by this Certificate, and hereby irrevocably constitutes and appoints
	

 	
 	

 
	
 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(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
	

 	
 	

 	
 	

 	
 	

 
	

SIGNATURE(S) GUARANTEED	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	
	 	 	 	 
	NOTICE:	 	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.	 	 	 	 











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Exhibit 4.1