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Exhibit 4.1













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	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




	CUSIP 727058 20 8




	SEE REVERSE FOR CERTAIN DEFINITIONS




	FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF |




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	TMSBM“88S^B*^B!^’t^^^W^^^’lP(Hk. SECRETARY ‘"//IliillH^ CHIEF EXECUTIVE OFFICER            m 33



















 







PlanetOut Inc.




     This certificate also evidences and entitles the holder hereof to certain rights as set forth
in a Rights Agreement between PlanetOut Inc. (the “Company”) and Wells Fargo Bank, N.A. as Rights
Agent (the “Rights Agent”), dated as of January 4, 2007, as amended from time to time (the “Rights
Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is
on file at the principal executive offices of the Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. The Company will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request therefor. As
described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons,
whether currently held by or on behalf of such Person or by any subsequent holder, shall become
null and void.



     THE RECORD HOLDER OF THIS CERTIFICATE MAY OBTAIN FROM THE SECRETARY OF THE CORPORATION, UPON
REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED AND THE DESIGNATION, RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF PREFERRED SHARES AUTHORIZED TO BE ISSUED SO
FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX
THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES.



     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 TRF MIN ACT–
	 	 	 	Custodian (until age                      )
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TEN ENT
	 	–
	 	as tenants by the entireties
	 	 	 	 	 	(Cust)	 	 
	 

	 	JT TEN
	 	–
	 	as joint tenants with right of
	 	 	 	 	 	 	 	under Uniform Transfers
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	survivorship and not as
tenants in common
	 	 	 	 	 	(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 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	 	 
	 

	 	 	 	 	 	 	 	 
	Signature(s) Guaranteed:	 	 	 	 	 	NOTICE: THE SIGNATURE ON 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
WHATSOEVER.

	 
	 	 	 	 	 	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED
BYAN ELIGIBLE GUARANTOR INSTITUTION, AS
DEFINED IN RULE 17Ad-15 UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED.
	 	 	 	 	 	 





KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.