Exhibit
4.2 

    
      
        
          
            
              
                	 	 	 	 
	 
      	
                        RIGHTS
      CERTIFICATE #:

                      	
                              NUMBER OF
      RIGHTS

                      	 
      
	 
      	
                         

                        THE
      TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
      PROSPECTUS DATED
      [●],
      2010 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES
      OF THE
      PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CORPORATE STOCK TRANSFER, THE
      INFORMATION AGENT.

                         

                        MAM
      SOFTWARE GROUP, INC.

                        Incorporated
      under the laws of the State of Delaware

                         

                        NON
      - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE

                         

                        Evidencing
      Non - Transferable Subscription Rights to Purchase Shares of Common Stock,
      Par Value $0.0001 Per Share, of MAM Software Group, Inc.

                         

                        Subscription
      Price:                                      $0.065
      per Share

                         

                        THE
      SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
      NEW YORK CITY TIME, ON
      [●],
      2010, UNLESS EXTENDED BY THE COMPANY

                      	 
      
	
                          REGISTERED OWNER:

                      	 
      	 
      
	 	 	 
	
                        THIS
      CERTIFIES THAT the registered owner whose name is inscribed hereon is the
      owner of the number of non-transferable subscription rights
      (“Rights”) set forth above. Each whole Right entitles the holder thereof
      to subscribe for and purchase 0.6 share of Common Stock, with a par value
      of $0.0001 per share, of MAM Software Group, Inc., a Delaware corporation,
      at a subscription price of 0.065  per share (the
      “Basic Subscription Privilege”), pursuant to a
      rights offering (the “Rights Offering”), on the terms and
      subject to the conditions set forth in the Prospectus and the
      “Instructions for Use of MAM Software Group, Inc. Subscription Rights
      Certificates” accompanying this Subscription Rights Certificate. If
      any shares of Common Stock available for purchase in the Rights Offering
      are not purchased by other holders of Rights pursuant to the exercise of
      their Basic Subscription Privilege (the “Excess Shares”), any Rights
      holder that exercises its Basic Subscription Privilege in full may
      subscribe for a number of Excess Shares (up to the number of shares for
      which such holder subscribed under the Basic Subscription Privilege)
      pursuant to the terms and conditions of the Rights Offering, subject to
      proration, as described in the Prospectus (the “Oversubscription
      Rights”).

                         

                        The
      Rights represented by this Subscription Rights Certificate may be
      exercised by completing Form 1 and any other appropriate forms on the
      reverse side hereof and by retuning the full payment of the subscription
      price for each share of Common Stock in accordance with the “Instructions
      for Use of MAM Software Group, Inc. Subscription Rights Certificates” that
      accompanies this Subscription Rights Certificate.

                      	 
      	
                         

                         

                         

                         

                         

                         

                         

                         

                         

                        Regulatory Limitation.
      All rights issued to a stockholder of record who would, in the Company’s
      opinion, be required to obtain prior clearance or approval from any state,
      federal, or non-U.S. regulatory authority for the ownership or exercise of
      rights or the ownership of additional shares are null and void and may not
      be held or exercised by any such holder.

                         

                        The
      holder irrevocably subscribes for the number of shares of Common Stock
      indicated on the form upon the terms and conditions specified in the
      Prospectus relating thereto. Receipt of the Prospectus is hereby
      acknowledged.

                      
	
                        This
      Subscription Rights Certificate is not valid unless countersigned by the
      subscription agent and registered by the registrar.

                         

                        Witness
      the seal of MAM Software Group, Inc. and the signatures of its duly
      authorized officers.

                         

                        Dated:

                         

                      
	 
      	
                           

                      	 
      	 
      	 
      
	 
      	
                        President
      and Chief Executive Officer

                      	 
      	
                        Vice
      President and Secretary

                      	 
      
	 	 	 	 	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

     

    Delivery
other than in the manner or to the addresses listed below will not constitute
valid delivery.

    


    
      	
              If
      Delivering by Hand, Mail or Overnight Courier:

              Corporate
      Stock Transfer

              3200
      Cherry Creek South Drive

              Suite
      430

              Denver,
      Colorado 80209

               

            


    

    PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY

    


    
      
        
          	
                  FORM
      1-EXERCISE OF SUBSCRIPTION RIGHTS

                   

                  To
      subscribe for shares pursuant to your Basic Subscription Right, please
      complete lines (a) and (c) and sign under Form 4 below. To subscribe for
      shares pursuant to your Oversubscription Right, please also complete line
      (b) and sign under Form 4 below. To the extent you subscribe for more
      shares than you are entitled under either the Basic Subscription Privilege
      or the Over-Subscription Privilege, you will be deemed to have elected to
      purchase the maximum number of shares for which you are entitled to
      subscribe under the Basic Subscription Privilege or Over-Subscription
      Privilege, as applicable.

                   

                  (a)
      EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:

                   

                  I
      apply for ________    shares x $ 0.065 = $
      _______

                   
      (no. of new shares) (subscription price) (amount enclosed)

                   

                  (b)
      EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE

                  If
      you have exercised your Basic Subscription Privilege in full and wish to
      subscribe for additional shares (up to the number of shares for which for
      which you subscribed under your Basic Subscription
Privilege):

                   

                  I
      apply for _______    shares x 0.065 = $
_______

                   
      (no. of new shares) (subscription price) (amount enclosed)

                   

                  (c)
      Total Amount of Payment Enclosed = $_______

                   

                  METHOD
      OF PAYMENT (CHECK ONE)

                   

                     ̈ Cashier’s
      or certified check drawn on a U.S. bank payable to “Corporate Stock
      Transfer, as Subscription Agent.”

                   

                     ̈ Wire
      transfer of immediately available funds directly to the account maintained
      by Corporate Stock Transfer, as Subscription Agent, for purposes of
      accepting subscriptions in this Rights Offering at United Western Bank,
      ABA #102089534, Account #3100108889, Corporate Stock Transfer F/B/O MAM
      Software Group, Inc. Subscription, with reference to the rights holder’s
      name

                  .

                   

                  FORM
      2-DELIVERY TO DIFFERENT ADDRESS

                  If
      you wish for the Common Stock underlying your subscription rights, a
      certificate representing unexercised subscription rights or the proceeds
      of any sale of subscription rights to be delivered to an address different
      from that shown on the face of this Subscription Rights Certificate,
      please enter the alternate address below, sign under Form 3 and have your
      signature guaranteed under Form 4.

                  _____________________________________

                   

                  _____________________________________

                   

                  _____________________________________

                	 
      	
                  FORM
      3-SIGNATURE

                   

                  TO
      SUBSCRIBE: I acknowledge that I have received the Prospectus for this
      Rights Offering and I hereby irrevocably subscribe for the number of
      shares indicated above on the terms and conditions specified in the
      Prospectus.

                   

                  This
      form must be signed by the registered holder(s) exactly as their name(s)
      appear(s) on the certificate(s) or by person(s) authorized to sign on
      behalf of the registered holder(s) by documents transmitted
      herewith

                   

                  Signature(s):
      ______________________________

                   

                  Signature(s):
      ______________________________

                   

                  Date:
      __________________________

                   

                  Daytime
      Telephone Number: ____________________

                   

                  IMPORTANT:
      The signature(s) must correspond with the name(s) as printed on the
      reverse of this Subscription Rights Certificate in every particular,
      without alteration or enlargement, or any other change
      whatsoever.

                   

                  FORM
      4-SIGNATURE GUARANTEE

                   

                  This
      form must be completed if you have completed any portion of Form
      2.

                   

                  Signature
      Guaranteed: ____________________________

                  (Name
      of Bank or Firm)

                   

                  By:___________________________________________

                  (Signature
      of Officer)

                   

                  IMPORTANT:
      The signature(s) should be guaranteed by an eligible guarantor institution
      (bank, stock broker, savings & loan association or credit union) with
      membership in an approved signature guarantee medallion program pursuant
      to Securities and Exchange Commission Rule 17Ad-15.

                   

                   

                  THIS
      RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
      QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE
      LAWS OF THE STATES IN THE UNITED STATES. RESIDENTS OR OTHER JURISDICTIONS
      MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT
      THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE
      APPLICABLE LAWS OF SUCH
JURISDICTIONS

                


        

      

    

    


    FOR
INSTRUCTIONS ON THE USE OF MAM SOFTWARE GROUP, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT CORPORATE STOCK TRANSFER, THE INFORMATION AGENT, AT (303)
282-4800.

    


    THIS
RIGHTS OFFERING EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON [●], 2010, UNLESS
EXTENDED, AND THIS SUBSCRIPTION RIGHTS CERTIFICATE IS VOID
THEREAFTER.