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EXHIBIT 4.1



|                                                     |  |                   |  |                     
|---------------------------------------------------- |  | ----------------- |  | --------------------
|Number                                               |  |                   |  | Shares              
|CA                                                   |  |                   |  |                     
|                                                     |  |                   |  |                     
|INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE |  | (HOTELS.COM LOGO) |  | CLASS A
COMMON STOCK

CUSIP 44147T 10 8

| |                     |  |                                         
| | ------------------- |  | ----------------------------------------
| | THIS CERTIFIES THAT |  | SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
| |                     |  |                                         
| |                     |  |                                         
| | IS THE OWNER OF     |  |                                         

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF

Hotels.com

transferable on the books of said corporation by the holder hereof in person or by duly authorized attorney upon surrender of this
certificate duly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of incorporation and Bylaws of the Corporation and all amendments thereto (copies of which are on
file with the Transfer Agent). 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 its duly authorized officers.

Dated:

|                              |  |                             |  |                             
|----------------------------- |  | --------------------------- |  | ----------------------------
|[HOTELS.COM 
CORPORATE 
SEAL] |  | /s/ ROBERT DIENER
PRESIDENT |  | /s/ GREGORY
PORTER
SECRETARY

COUNTERSIGNED AND REGISTERED:

MELLON INVESTOR SERVICES LLC



| |                             
| | ----------------------------
| | TRANSFER AGENT AND REGISTRAR

BY



| |                     
| | --------------------
| | AUTHORIZED SIGNATURE





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HOTELS.COM

THE CORPORATION WILL 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 OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.

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
[                                                                                          ]

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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 WHATEVER.

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. |