Aames Financial Corporation Series B Convertible Preferred Stock Certificate

Summary

This document certifies that the holder owns fully paid and nonassessable shares of Series B Convertible Preferred Stock in Aames Financial Corporation, a Delaware company. The certificate allows the holder to transfer shares or convert them into common stock according to the company's Certificate of Incorporation. The certificate must be properly endorsed and registered to be valid. If lost, a replacement requires a bond. The document also outlines procedures for transfer, conversion, and assignment of shares.

EX-4.2 4 a2026323zex-4_2.txt EXHIBIT 4.2 EXHIBIT 4.2 PREFERRED STOCK [LOGO] PREFERRED STOCK NUMBER SHARES PB AAMES FINANCIAL CORPORATION INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS - ---------------------------------------------------------------------------- This Certifies that is the record holder of - ---------------------------------------------------------------------------- FULLY PAID AND NONASSESSABLE SHARES OF THE SERIES B CONVERTIBLE PREFERRED STOCK, $0.001 PAR VALUE OF AAMES FINANCIAL CORPORATION 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 is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE /s/ Barbara S. Polsky [SEAL] /s/ Neil B. Kornswiet Secretary Co-Chairman

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation 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.
- ------------------------------------------------------------------------------------------- NOTICE OF ELECTION TO CONVERT - (CONVERTIBLE INTO COMMON STOCK) - This undersigned hereby elects to convert - FOR ___________________________________________________________shares - FOR of Series B Convertible Preferred Stock, represented by the - CONVERSION within certificate into shares of Common Stock of Aames Financial - Corporation (as such shares may be constituted on the conversion - USE date) in CONVERSION accordance with the provisions of the - Certificate of Incorporation, as amended, of the Corporation. - ONLY Dated:________________________________ - - __________________________ - Signature - - ------------------------------------------------------------------------------------------- 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 survivorship and not as tenants Minors Act_________________ in common (State) UNIF TRF MIN ACT -____Custodian (until age____) ______under Uniform Transfers (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 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) 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 17AG-15.