Form of Common Stock Certificate



 Exhibit 4.01 

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 TEN ENT JT TEN	  	–
–
–	  	as
tenants in common
as tenants by the entireties
as joint tenants with right
of survivorship and not as
tenants in common	  		  	UNIF GIFT MIN ACT–	  	
                      
   Custodian                   

(Cust)                      
  (Minor)
  

under Uniform Gifts 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 POSTAL 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,                     

 

							
		  		  		  	  

		  		  	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) 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.	  		  		  	

  

			
	



	  	 PRODUCTION COORDINATOR: HOLLY GRONER

931-490-7660

	  	PROOF OF APRIL 26, 2010
	  	REACH LOCAL, INC.
	  	TSB 0971 BK
	  	Operator:                 JB
	711 ARMSTRONG LANE, COLUMBIA, TN 38401 — (931) 388-3003	  	REVISION: NEW

 PLEASE INITIAL THE
APPROPRIATE SELECTION FOR THIS PROOF:          OK AS IS          OK WITH CHANGES          MAKE CHANGES AND
SEND ANOTHER PROOF 








 


 

  
 RL 

is the record holder of 

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.00001 PAR VALUE, OF 

REACH LOCAL, 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 until countersigned by the Transfer Agent and registered by the Registrar. 

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

Dated: 

SECRETARY 

SEAL TO COME 

CHIEF EXECUTIVE OFFICER 

COUNTERSIGNED AND REGISTERED: 

AMERICAN STOCK(NEW TRANSFER YORK, TRUST&N .) COMPANY, LLC 

BY TRANSFER AGENT AND REGISTRAR 

AUTHORIZED SIGNATURE 

PRODUCTION COORDINATOR: PROOF OF APRIL HOLLY 26,GRONER 2010 931-490-7660 

REACH TSB LOCAL, 0971 FC INC. 

Operator: JB 

711 ARMSTRONG LANE, COLUMBIA, TN 38401 • (931) 388-3003 REVISION: NEW 

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

 NOTE: Colors Selected for Printing: Logo PRINTS PMS021 AND 80%BLACK. Intaglio prints in SC-11A MEDIUM ORANGE.

 COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is
a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing
ink. 
 REACH LOCAL, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP 75525F 10 4 

This Certifies that