EX-4.2 Specimen Stock Certificate

EX-4.2 2 b52113clexv4w2.txt EX-4.2 SPECIMEN STOCK CERTIFICATE [LOGO] EXHIBIT 4.2 Caliper CALIPER LIFE SCIENCES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 130872 10 4 SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND LIMITATIONS OF SHARES THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001, OF CALIPER LIFE SCIENCES, INC. transferable on the books of the Corporation by the holder hereof in person or by a duly authorized attorney upon 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: /s/ Stephen E. Creager /s/ E. Kevin Hrusovsky - -------------------------------- ------------------------------------- SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER [Seal] CALIPER LIFE SCIENCES, INC. A statement of 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 as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. 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 UNIF GIFT MIN ACT - ____________ Custodian ____________________________________ (Cust) (Minor) Under Uniform Gifts To Minors Act __________________________________________________ (State) UNIF TRF MIN ACT - ____________ Custodian (until age) ________________________ (Cust) (Minor) ___________ (under California ____________________________) (minor) ___________ 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 _____________________________________________________________ [ ] [ ] _____________________________________________________________ 2 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 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 __________ /s/ ------------------------------------ /s/ ------------------------------------ NOTICE: THE SIGNATURE 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 THE S.E.C. RULE 17Ad-15. This certificate also evidences and entitles the holder hereof to certain rights as set forth in Rights Agreement between Caliper Life Sciences, Inc. (fka Caliper Technologies Corp.) (the "Company") and Wells Fargo Bank, N. A., as Rights Agent (the "Rights Agent") dated as of December 18, 2001, 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.