Form of Common Stock certificate of the Registrant



 Exhibit 4.1 
  

	 COMMON STOCK 
	 COMMON STOCK 


  
 ROXIO® 
 THE DIGITAL MEDIA COMPANY® 
  

	 INCORPORATED UNDER
	 	SEE REVERSE FOR
	 THE LAWS OF THE
	 	CERTAIN DEFINITIONS
	 STATE OF DELAWARE
	 	CUSIP 780008 10 8

  
 FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, 
 PAR VALUE OF $0.001 PER SHARE, OF 
  
 ROXIO, 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 UNLESS COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. 
  
 WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF THE DULY AUTHORIZED OFFICERS. 
  
 DATED: 
  

	 /s/    WILLIAM E.
GROWNEY                [SEAL] 
	 /s/    WM. CHRISTOPHER GOROG 


  

	 SECRETARY 
	 CHAIRMAN OF THE BOARD         


  
 COUNTERSIGNED AND REGISTERED: 
  
 MELLON INVESTOR SERVICES LLC 
 TRANSFER AGENT 
 AND REGISTRAR 
 BY 
 AUTHORIZED SIGNATURE 
  
 The Corporation shall furnish without charge to each stockholder who so requests a statement
of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 
  
 The following abbreviations, when used in the transcription on the face of this certificate, shall be construed as though they were written out 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 survivorship and and not
	 	under Uniform Gifts to Minors
	                   of tenants in
common
	 	Act
                                        
                
	 	 	                                       
 (Stat)
	 	 	UNIF TRF MIN ACT—                 Custodian (until age
            )
	 	 	            (Cust)
		
	 	 	                     under Uniform Transfer
	 	 	            (Cust)
		
	 	 	        to Minors Act
                            
	 	 	                                (Stat)

  
 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 ASSIGNED 
  

  

  

	 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
             
  
 X
                                        

  
 X
                                        

  
  
 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 
  
 By
                                        
                         
 THE SIGNATURE(S) MUST BE GUARANTEED 
 BY AN ELIGIBLE GUARANTOR INSTITUTION, 
 BANKS, STOCKHOLDERS, SAVINGS AND 
 LOAN ASSOCIATIONS AND CREDIT UNIONS 
 WITH MEMBERSHIP IN AN APPROVED 
 SIGNATURE GUARANTEE MEDALLION PROGRAM, 
 PURSUANT TO S.E.C. RULE 17A4-18.