Exhibit 4.1


 


OUTDOOR
CHANNEL HOLDINGS, INC.


INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE

75,000,000 SHARES AUTHORIZED $0.001 PAR VALUE


 


 


	
  THIS CERTIFIES THAT

  	
   

  
	
   

  	
   

  
	
   

  	
  CUSIP 690027
  20 6

  
	
   

  	
   

  
	
   

  	
  SEE REVERSE

  
	
   

  	
  FOR CERTAIN
  DEFINITIONS

  



 


[LOGO]


 


 


is the owner of


 


fully paid and non-assessable
shares of the common stock, $0.001 par value, of


OUTDOOR
CHANNEL HOLDINGS, 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.


 


In Witness Whereof, the Corporation has caused this certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.


 


Dated:


 


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  

  
	
  SECRETARY

  	
  PRESIDENT

  



 


 


	
   

  	
  COUNTERSIGNED:

  
	
   

  	
  Computershare
  Trust Company, Inc.

  	
   

  
	
   

  	
  P.O. Box
  1596

  	
   

  
	
   

  	
  Denver,
  Colorado 80201

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Transfer
  Agent & Registrar Authorized Signature

  	
   

  
					



 





















 


OUTDOOR
CHANNEL HOLDINGS, INC.


 


TRANSFER
FEE: $25.00 PER NEW CERTIFICATE ISSUED


 


The following abbreviations when used in the
Inscription of the face of this certificate, shall be construed as though they
were written out in full according to applicable laws of regulations:


 


	
  TEN COM

  	
  -as tenants in common

  
	
  TEN ENT

  	
  -as tenants by the entireties

  	
  UNIT GIFT MIN ACT-

  	
                       Custodian

  	
   

  
	
  JT TEN

  	
  -as joint tenants with righ of

  	
  (Cust)

  	
      (Minor)

  
	
   

  	
  survivorship and not as tenants

  	
  under Uniform Gifts to Minors

  	
   

  
	
   

  	
  In common

  	
  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 TYPE WRITE
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-in-fact
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 THE CERTIFICATE
  IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
  WHATSOEVER.

  



 


 


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 17 Ad-15.