Form of Common Stock Certificate


 Exhibit 4.2 
  

			
	CERTIFICATE OF STOCK	  	
		
	[GRAPHIC]	  	
		
	

	  	COMMON STOCK
		
	DESIGN WITHIN REACH, INC.	  	[GRAPHIC]
		
	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	SEE REVERSE FOR
CERTAIN DEFINITIONS  
 CUSIP 250557 10 5


 THIS CERTIFIES THAT: 
 IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF 
 DESIGN WITHIN REACH, INC.

 transferable on the books of Design Within Reach, Inc. 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 and registered by the Transfer Agent and Registrar. 
 IN
WITNESS WHEREOF, Design Within Reach, Inc. has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of Design Within Reach, Inc. 
 Dated: 
  

					
	FOR POSITION ONLY	 		 	FOR POSITION ONLY
			
	/s/ David Barnard	 	  [SEAL]  	 	/s/ Wayne Badovinus
	SECRETARY AND CHIEF FINANCIAL OFFICER	 		 	PRESIDENT AND CHIEF EXECUTIVE OFFICER
			
	COUNTERSIGNED AND REGISTERED:	 		 	

 AMERICAN STOCK TRANSFER & TRUST COMPANY 
  

			
		 	 TRANSFER AGENT AND REGISTRAR

		
	 BY
	 	  
		 	 AUTHORIZED SIGNATURE









 The Corporation will furnish without charge to each stockholder who so requests in writing, the
designations, powers, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request may be
made to the Corporation or to the Transfer Agent. 
 This certificate also evidences and entitles the holder hereof to certain rights as set
forth in an Agreement between Design Within Reach, Inc. (the “Corporation”) and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 23, 2006, as the same may be amended from time to time (the
“Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As
described in the Agreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons or Associates or Affiliates thereof (as defined in the Agreement) shall become null and void and will no longer be transferable.

 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 survivorship
 and not as
tenants in common
	  	     under Uniform Gifts 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 POSTAL ZIP CODE, 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	 	  	 		 		 	
					
		 		 		 	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) 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.