exv4w1






Exhibit 4.1




			
	COMMON STOCK
	 	COMMON STOCK






			
	Number *0*
	 	Shares *0*






WEBMD



SEE REVERSE FOR CERTAIN DEFINITIONS

AND A STATEMENT AS TO THE RIGHTS,

PREFERENCES, PRIVILEGES AND

RESTRICTIONS ON SHARES



CUSIP          94770V 10 2




Incorporated Under the Laws of

     the State of Delaware




     This Certifies that **Specimen**




is the record holder of **Zero (0)**




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF




WEBMD HEALTH CORP.



transferable on the books of the Corporation 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 the Registrar.




     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized Officers.





	 	 	 	 	 
	Dated: 	

______________________________________

SENIOR VICE PRESIDENT 

 
	 	 	 
	 	 	 
	 	 	 
	 






(SEAL)







	 	 	 	 	 
	 	_____________________________

EXECUTIVE VICE PRESIDENT

 	 
	 	 	 
	 	 	 
	 	 	 
	 




	 	 	 	 	 
	Countersigned and Registered


AMERICAN STOCK TRANSFER & TRUST COMPANY





Transfer Agent and Registrar

 	 
	 	  	 	 
	 	By:  	____________________________________ 	 
	 	 	Authorized Signature 	 
	 









 









 






     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 as established, from time to time, by the
Certificate of Incorporation of the Corporation and by any certificate of designation, and the
number of shares constituting each class and series and the designations thereof, may be obtained
by the holder hereof upon request and without charge from the Corporation at is principal office.



     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
	TEN ENT

	 	-
	 	as tenants by the entireties
	JT TEN

	 	-
	 	as joint tenants with right of
survivorship and not as tenants
in common









UNIF GIFT MIN ACT — ________ Custodian ________



(Cust)      
               (Minor)




under Uniform Gifts to Minors Act




______________________________




(State)



UNIF TRF MIN ACT ________  Custodian (until age____)



(Cust)



_________under the 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 _______________________




 






 




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) 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. 	 
	 






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