Specimen Class B Common Stock Certificate of Blockbuster Inc.



 Exhibit 4.2 
  


									
	  
 NUMBER
  
 C
	 	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
  
  
 THIS CERTIFICATE IS TRANSFERABLE
 IN NEW YORK,
NEW YORK
	  	[BLOCKBUSTER LOGO]	 	 CLASS B
 COMMON
STOCK
 PAR VALUE $0.01
  
 CUSIP 093679 20 7
 SEE REVERSE FOR CERTAIN
DEFINITIONS
	 	  
 SHARES

	 	  
  
 BLOCKBUSTER INC.
  
 This is to certify that
  
 is the owner of
  
 FULLY PAID AND NON-ASSESSABLE
SHARES OF THE CLASS B COMMON STOCK OF
  
 Blockbuster Inc. (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 and the
shares represented hereby are issued and shall be held subject to all of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Corporation, each as from time to time amended (copies of which are on file with the
Transfer Agent), to all of which the holder by acceptance hereof assents. 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.
	 
	 	 	 
					
	 	 	 /s/ John Antioco
 CHAIRMAN OF THE BOARD
  
 /s/ Marilyn R.
Post
 SECRETARY
	  	[LOGO]	 	 Dated:
  
 COUNTERSIGNED AND REGISTERED:
 EquiServe Trust Company,
N.A.    
 TRANSFER AGENT
 AND REGISTRAR
 BY
  
 AUTHORIZED OFFICER
	 	 
	 	 	 	  	 	 	 	 	 








 [BLOCKBUSTER LOGO] 
  
 Blockbuster Inc. 
  
 The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. A stockholder may make the request to the Corporation or to its
Transfer Agent and Registrar. 
  
 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
                                    
         (Cust)                              
              (Minor)
 Under Uniform Gifts to Minors
 Act
                                    
                     (State)

	 TEN ENT
	 	—	 	as tenants by the entireties	  	 	 	 	 	 	 
	 JT TEN
	 	—	 	 as joint tenants with right of
 survivorship and not
as tenants
 in common
	  	 	 	 	 	 	 

  
 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 capital 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(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	 	 X
  
	 	  

 (SIGNATURE)

	 	 	 	 
	 	 X
  
	 	  

 (SIGNATURE)



  

			
	 	 	 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.
  


		
	 	 	SIGNATURE(S) GUARANTEED BY: