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EXHIBIT 4.1
[ELEMENT K LOGO]
NUMBER SHARES
C.A.
ELEMENT K CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A CUSIP 286182 10 0
COMMON SEE REVERSE FOR CERTAIN DEFINITIONS
This is to Certify that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE
OF $.01 PER SHARE OF
ELEMENT K CORPORATION (hereinafter called the "Corporation") transferable on the
books of the Corporation by said owner in person or by duly authorized attorney,
upon the surrender of this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held subject to all the
provisions of the Restated Certificate of Incorporation and the Amended and
Restated By-Laws of the Corporation and all amendments thereto, copies of which
are on file at the office of the Corporation, to which the holder, by acceptance
hereof, assents. 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:
[Element K /s/ Lance E. D'Amico /s/ Bruce Barnes
Corporate Seal] ------------------ ------------------------
Secretary Chief Executive Officer
Countersigned and Registered:
FIRST UNION NATIONAL BANK,
Transfer Agent
By and Registrar
Authorized Signature
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ELEMENT K CORPORATION
The shares which the Corporation is authorized to issue are divided into
three classes: Class A Common Stock, par value $.01 per share, Class B
Common Stock, par value $.01 per share, and Preferred Stock, par value $.01 per
share. The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of Class A Common Stock, Class B Common Stock,
and Preferred Stock, 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:
<TABLE>
<CAPTION>
<S> <C>
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.
</TABLE>
For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated
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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.
