Form of registrant's specimen common stock certificate



 EXHIBIT 4.1 
  



 
  

	COMMON STOCK	 	 	 	COMMON STOCK
	Number	 	 	 	SHARES
	AS–                    	 	 	 	___________
			
	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF CALIFORNIA
	 	 	 	 CUSIP 02081F 10 4    
 SEE REVERSE FOR CERTAIN DEFINITIONS


  

	THIS CERTIFIES THAT	 	 
	 	 	


  
  

	is the owner of	 	 
	 	 	


  
 FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF 
  
 ALPHASMART, 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 registered by the
Registrar. 
  
 WITNESS the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers. 
  

	 	 	Dated:	 	 	 	 	 	 
					
	 [SEAL]            
	 	 	 	 	 	 	 	 
					
	 	 	/S/    JAMES M. WALKER        	 	 	 	 	 	/S/    KETAN D. KOTHARI        
	 	
	 	 	 	 	

	 	 	Chief Operating Officer, Chief Financial Officer and Secretary	 	 	 	 	 	Chairman of the Board and Chief Executive Officer








 ALPHASMART, INC. 
  

  
 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)
					
	 	 	 	 	 	    	 	 	under Uniform Gifts to Minors
						
	        JT TEN	 	—	 	 as joint tenants with rights
 of survivorship and not as
 tenants in common
	    	 	 	Act	 	 
	 	 	 	 	    	 	 	 	 	

	 	 	 	 	    	 	 	 	 	 (State)
  

	 	 	 	 	    	UNIF TRF MIN ACT —	 	 	 	Custodian (until age             )
	 	 	 	 	    	 	 	
	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	(Cust)	 	 	 	 	 	 	 	 
	 	 	 	 	 	    	 	 	 	 	under Uniform Transfers
	 	 	 	 	 	    	 	 	
	 	 	 	 	 	 
	 	 	 	 	 	    	 	 	(Minor)	 	 	 	 	 	 
							
	 	 	 	 	 	    	 	 	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 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(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.


  

	Signature(s) Guaranteed
		
	By	 	 
	 	

	THE SIGNATURES MUST 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 OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.