SPECIMEN STOCK CERTIFICATE



 EXHIBIT 4.1 
  

[CMGI LOGO] 
  

			
	NUMBER	 	SHARES
	COMMON STOCK	 	COMMON STOCK

  
 CMGI, Inc. 

 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  

			
	 	 	CUSIP: 125750 10 9
	 SEE REVERSE FOR RESTRICTIONS ON TRANSFER
	 	 
		
	 THIS IS TO CERTIFY THAT:
	 	 
		
	 IS THE OWNER OF:
	 	 

  
 FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK, 
 PAR VALUE $.01, OF 
  
 CMGI, Inc. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon the surrender
of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Delaware and to the Certificate of Incorporation and By-Laws of the Corporation, as now or hereafter amended. This
certificate is not valid unless 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: 
  

			
	 /s/ Thomas Oberdorf

	 	 /s/ George A. McMillan


	 Chief Financial Officer and Treasurer
	 	 President and Chief Executive Officer


  

					
	 	 	         COUNTERSIGNED AND
REGISTERED:

	 	 	         American Stock Transfer & Trust
Company

		
	 	 	         TRANSFER AGENT AND
REGISTRAR

	 By:
	 	 	 	 
	 	 	         Authorized Signature

		
	 	 	             [SEAL]

		
	 	 	         CMGI, INC.

	 	 	           Corporate
               1986
           Delaware
                   *

	 	 	 








 CMGI, INC. (the “Corporation”) will furnish without charge to each stockholder who so requests from its
Secretary 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 thereof. 
  
 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 survivorship and not as tenants in common	  	 	  	 under Uniform Gifts 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 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,                          

 

			
	 	  	

	 	  	 (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) SHOULD 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 174Ad-15.








 The Corporation has more than one class of stock authorized to be issued. The Corporation will furnish
without charge to each stockholder upon written request a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class of stock (and any series thereof) authorized to be issued
by the Corporation as set forth in the Certificate of Incorporation of the Corporation and amendments thereto filed with the Secretary of State of the State of Delaware.