Specimen common stock certificate



 EXHIBIT 4.1 
  

SEE REVERSE FOR CERTAIN RESTRICTIONS, 
 RIGHTS AND DEFINITIONS 
  

					
	NUMBER	  	 	  	SHARES
	BUY	  	

	  	 
	 	  	Buy.com Inc.	  	 
	COMMON STOCK	  	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	COMMON STOCK
			
	 	  	 	  	CUSIP 12426T 10 7

  
 This
is to certify that 
  

					
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 

  
 is the
owner of 
  
 FULLY-PAID AND NON-ASSESSABLE SHARES, PAR VALUE
$0.001 PER SHARE, OF THE COMMON STOCK OF 
  
 Buy.com Inc.
(the “Corporation”) 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 by the Transfer Agent and
registered by the Registrar. 
 Witness the facsimile signatures of the duly authorized officers of the Corporation.

  
 Dated: 
  

							
	/s/    NEEL GROVER	 	 	 	 	 	/s/    SCOTT A. BLUM
				
	SECRETARY	 	 	 	 	 	CHAIRMAN OF THE BOARD

  

			
	COUNTERSIGNED AND REGISTERED:
	
	U.S. STOCK TRANSFER CORPORATION
	(GLENDALE, CALIFORNIA)
		
	BY	 	 TRANSFER AGENT
 AND REGISTRAR

		
	 	 	AUTHORIZED OFFICER








 Buy.com Inc. 
  
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR 
 DESTROYED THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A

 CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 
  
 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 of	  	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	survivorship and not as tenants	  	 	 	 	 	Act                                 	 	 
	 	 	 	 	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 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 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:

		
	 	 	 
	 	 	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.