Exhibit 4.1


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
  RST

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
  ROSETTA STONE INC.

  	
  SEE
  REVERSE FOR CERTAIN DEFINITIONS

  
	
   

  	
   

  	
  CUSIP
  777780 10 7

  



 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


THIS CERTIFIES THAT:


 


 


 


 


is the owner of


 


FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON
STOCK, $.00005 PAR VALUE PER SHARE, OF


 


ROSETTA STONE INC.


 


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
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.


 


Dated:


 


	
  

  	
  

  	
  

  
	
  SECRETARY

  	
   

  	
  CHIEF EXECUTIVE OFFICER AND PRESIDENT

  



 


COUNTERSIGNED AND REGISTERED:


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


(New York, NY)


TRANSFER
AGENT AND REGISTRAR


BY:


 


AUTHORIZED SIGNATURE


 














 


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

  	
  under Uniform Gifts to Minors

  
	
   

  	
   

  	
  of
  survivorship and not as

  	
  Act                       

  
	
   

  	
   

  	
  tenants
  in common

  	
  (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 POSTAL 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,

  	
   

  	
   

  






 


 




	
   

  	
   

  	
   

  
	
  SIGNATURE(S) GUARANTEED:

  	
  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.

  






 


 




	
   

  	
   

  
	
  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.