Specimen Common Stock Certificate for The Princeton Review, Inc.

Summary

This document is a specimen certificate representing shares of common stock in The Princeton Review, Inc., a Delaware corporation. It certifies ownership of fully paid and non-assessable shares, which are transferable on the corporation’s books upon proper endorsement. The certificate is subject to the company’s Certificate of Incorporation and must be countersigned by the transfer agent and registrar to be valid. It also outlines standard transfer and assignment procedures, including requirements for signature guarantees and legal forms of ownership.

EX-4.1 10 z35818a3ex4-1.txt FORM OF SPECIMEN COMMON STOCK CERTIFICATE 1 Exhibit 4.1 [FORM OF SPECIMEN STOCK CERTIFICATE] NUMBER SHARES PR [THE PRINCETON REVIEW, INC. LOGO] INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 742352 10 7 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.01 EACH OF THE PRINCETON REVIEW, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed or assigned. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and all amendments thereto, to all of 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: [THE PRINCETON REVIEW, INC. CORPORATE SEAL] /s/ Mark Chernis /s/ John S. Katzman PRESIDENT AND SECRETARY CHAIRMAN OF THE BOARD BOARD AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE 2 [PAGE 2] THE PRINCETON REVIEW, INC. 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 each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _____________________ Custodian___________________ (Cust) (Minor) 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 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 shares 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) 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 17AD-15. 3