tetonex4_1.htm


    -NUMBER-

    TETON
ADVISORS, INC.

    CLASS B
COMMON STOCK

    


    INCORPORATED
UNDER THE LAWS

    OF THE
STATE OF DELAWARE

    


    SEE
REVERSE SIDE FOR

    CERTAIN
DEFINITIONS

    


    _______
Shares Class B Common Stock

    Par Value
$0.001 Each

    


    


    This is
to Certify that

    


    is the
owner of **

    


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

    


    TETON
ADVISORS, 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.

    


    Witness,
the seal of the Corporation and the signatures of its duly authorized
officers.

    


    DATED:

    


     

     

    
      	 ____________________ 	___________________
	Secretary/Treasurer 	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

            
	
              TEN
      ENT

            	
              - 
      as tenants by the entireties

            	 
      	 
      	
              (Cust)

            	 
      	
              (Minor)

            
	
              JT
      TEN

            	
              - 
      as joint tenants with right of

            	
                                                        under
      Uniform-Gifts to Minor Act

            
	 
      	
                 survivorship
      and not as tenants

            	 
      
	 
      	
                 in
      common

            	 
      
	 
      	 
      	 
      	
              (State)

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

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

     

    


    THE
HOLDER OF THIS CERTIFICATE SHALL NOT SELL, ASSIGN, TRANSFER, PLEDGE,
HYPOTHECATE, MORTGAGE, ENCUMBER OR OTHERWISE DISPOSE (A “TRANSFER”) OF ALL OR
ANY OF THE SHARES EVIDENCED BY THIS CERTIFICATE (THE "SHARES"), DIRECTLY OR
INDIRECTLY, UNTIL        
          ,
2009.  NOTWITHSTANDING THE FOREGOING, THE HOLDER OF THIS CERTIFICATE
MAY TRANSFER ALL OR ANY OF THE SHARES (I) BY WAY OF GIFT TO ANY FAMILY MEMBER OF
OR TO ANY TRUST FOR THE BENEFIT OF SUCH HOLDER OR ANY SUCH FAMILY MEMBER OF A
SUCH HOLDER, (II) BY WILL OR LAWS OF DESCENT AND DISTRIBUTION OR (III) IF SUCH
HOLDER IS AN ENTITY, TO AN AFFILIATE OF SUCH HOLDER; PROVIDED THAT ANY TRANSFER
PURSUANT TO (I), (II), (III) OR (IV) MAY ONLY BE MADE IF THE TRANSFEREE SHALL BE
BOUND BY ALL OF THE PROVISIONS OF THIS RESTRICTIVE LEGEND TO THE SAME EXTENT AS
IF SUCH TRANSFEREE WERE THE ORIGINAL HOLDER OF THIS CERTIFICATE.  AS
USED HEREIN, THE WORD “FAMILY” SHALL INCLUDE ANY SPOUSE, LINEAL ANCESTOR OR
DESCENDANT, BROTHER OR SISTER.  ANY TRANSFER OR OTHER DISPOSITION OF
SHARES IN VIOLATION OF THE RESTRICTIONS ON TRANSFER CONTAINED HEREIN SHALL BE
NULL AND VOID AND SHALL NOT ENTITLE THE HOLDER OR ANY PROPOSED TRANSFEREE OR
OTHER PERSON TO HAVE ANY SHARES TRANSFERRED UPON THE BOOKS OF TETON ADVISORS,
INC. (THE "COMPANY").  IT IS UNDERSTOOD THAT THE HOLDER OF THIS
CERTIFICATE HAS THE RIGHT TO VOTE ALL OF THE SHARES HELD BY IT AND THAT IT SHALL
BE ENTITLED TO ALL DIVIDENDS OR DISTRIBUTIONS MADE BY THE COMPANY ARISING IN
RESPECT OF THE SHARES, IN CASH, STOCK OR OTHER PROPERTY, INCLUDING WARRANTS,
OPTIONS OR OTHER RIGHTS.

    


    THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION.  SUCH SHARES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE OR FOREIGN SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER
OR EXEMPTION THEREFROM.