NUMBER

	
SHARES







[XO GROUP INC. LOGO]








	
COMMON STOCK

	
XO GROUP INC.

	
SEE REVERSE FOR


	  	  	
CERTAIN DEFINITIONS







 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE








	  	  	
CUSIP 983772 10 4







 


THIS IS TO CERTIFY THAT


 


is the owner of












fully paid and non-assessable shares of the COMMON STOCK, par value $.01 per share, of


XO GROUP INC.







(hereinafter called the “Corporation”), 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:








	
/s/ JOHN P. MUELLER

	  	
/s/ DAVID LIU


	
CHIEF FINANCIAL OFFICER

	
[SEAL]

	
CHAIRMAN OF THE BOARD


	
AND TREASURER

	  	
OF DIRECTORS, PRESIDENT


	  	  	
AND CHIEF EXECUTIVE


	  	  	
OFFICER












COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY (NEW YORK)


BY                      TRANSFER AGENT AND REGISTRAR


  




  





  











  






 


A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares of stock of the Corporation and upon holders thereof as established by the Certificate of Incorporation or by any Certificate of Designation of Preferences, and the number of shares constituting each series and the designations thereof, may be obtained by any stockholder upon request and without charge at the principal office of the Corporation.







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 Minors


	
         survivorship and not as tenants

	
Act________________


	
         in common

	
(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 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 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 17Ad-15.







KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.