Form of Specimen Class A Common Stock Certificate



 Exhibit 4.01 
 [Logo] 
 LeapFrog  
 NUMBER 
 SHARES 
 LF  

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK, NY SEE REVERSE FOR STATEMENTS RELATING TO
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY 
 CUSIP 52186N 10 6 
 THIS CERTIFIES THAT 
 IS THE REGISTERED HOLDER OF

 FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE, OF 
 LEAPFROG ENTERPRISES, INC. 
 transferable on the books
of the Corporation in person or by duly authorized attorney on 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 facsimile signatures of its duly authorized officers. 
 DATED: 
 [Seal]  
 [STOCK CERTIFICATE] 
 [Signature of Chairman of the Board of Directors of LeapFrog Enterprises, Inc.] 
 [Signature of Corporate Secretary of LeapFrog Enterprises, Inc.] 
 COUNTERSIGNED AND REGISTERED: 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY 
 TRANSFER
AGENT AND REGISTRAR 
 BY 
  

	
	     
 AUTHORIZED SIGNATURE


  

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 LEAPFROG ENTERPRISES, INC. 
 The Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class of shares authorized to be issued and the
variations in the relative rights and preferences between the shares of each series of a class of shares so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and
preferences of the subsequent series. 
 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 UNIF GIFT MIN ACT-             Custodian
             
 (Cust) (Minor) 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 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
            ,              
  


			
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 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 whatsoever. 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. 
  

 2.