Ticketmaster Class B Common Stock Certificate

Summary

This document certifies that the named holder owns fully paid and nonassessable shares of Ticketmaster's Class B Common Stock, incorporated in Delaware. The shares can be transferred by the holder or an authorized attorney upon proper endorsement and registration with the transfer agent. The certificate must be countersigned and registered to be valid. If lost, a replacement requires a bond. The corporation will provide details about stock rights upon request. The certificate also includes instructions for transferring shares and the required signature guarantees.

EX-4.2 4 a2062636zex-4_2.htm EXHIBIT 4.2 Prepared by MERRILL CORPORATION

Exhibit 4.2


NUMBER TCB	ticketmaster	SHARES

CLASS B COMMON STOCK		CLASS B COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		SEE REVERSE FOR CERTAIN DEFINITIONS
		CUSIP 88633P 20 3

This Certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF CLASS B COMMON STOCK, $.01 PAR VALUE PER SHARE, OF

Ticketmaster

transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers.

Dated:

/s/ BRADLEY K. SERWIN
SECRETARY

[SEAL]

/s/ JOHN PLEASANTS
PRESIDENT

COUNTERSIGNED AND REGISTERED:
	U.S. STOCK TRANSFER CORPORATION
		TRANSFER AGENT AND REGISTRAR
BY
		AUTHORIZED SIGNATURE

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 requests shall be made to the Corporation's Secretary at the principal office of the Corporation.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION 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		Act____________________________
		tenants in common		(State)
			UNIF TRF MIN ACT—	____________ Custodian (until age) __________
				(Cust)
				__________ under Uniform Transfers
				(Minor)
				to Minor's 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 stock on the books of the within named Corporation with full power of substitution in the premises.
Dated

		X

		X

		NOTICE:		THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By

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.