FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE PER SHARE, OF
| [FORM OF STOCK CERTIFICATE-FRONT SIDE] | |||||
| | |||||
| Number | [DIRECT GENERAL CORPORATION LOGO] | Shares | |||
| COMMON STOCK | INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE | COMMON STOCK | |||
| CUSIP 25456W 20 4 | |||||
| This Certifies that | ____________________________________________ | SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS ON TRANSFER | |||
| is the owner of | ____________________________________________ | ||||
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE PER SHARE, OF
Direct General Corporation (hereinafter and on the back hereof called the “Corporation”), transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all provisions of the Charter and Bylaws of the Corporation (copies of which are on file with the Transfer Agent), as now or hereafter amended, to all of which the holder hereof by acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
In Witness Whereof, the Corporation has caused the facsimile signatures of its duly authorized officers and its corporate seal to be affixed hereto.
Dated:
/s/ Ronald F. Wilson [CORPORATE SEAL] /s/ William C. Adair, Jr. SECRETARY CHAIRMAN OF THE BOARD
[FORM OF STOCK CERTIFICATE-BACK SIDE]
Direct General Corporation
In addition to the Common Stock, the Corporation is authorized to issue Preferred Stock in such series or classes and with such rights, preferences, privileges and restrictions as the Board of Directors of the Corporation may determine from time to time. The Corporation will furnish to the shareholder information regarding the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series of stock issued by the Corporation (and the authority of the board of directors to determine variations for future series) upon request in writing and without charge.
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
survivorship and not as tenants in
common 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 stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated __________________
| NOTICE: | ____________________________________________________________________________ THE SIGNATURE TO THE 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. |
