Specimen Series B Convertible Preferred Stock Certificate of Cabletron Systems, Inc.

Summary

This document is a specimen stock certificate for Series B Convertible Preferred Stock issued by Cabletron Systems, Inc., a Delaware corporation. It certifies ownership of shares, which are transferable only on the company's books and subject to Delaware law, the company's Certificate of Incorporation, and By-laws. The certificate includes restrictions on transfer, requiring registration under the Securities Act of 1933 or a satisfactory legal opinion for transfer. Holders are also subject to obligations under a Standstill Agreement dated August 29, 2000.

EX-4.3 4 dex43.txt SPECIMEN STOCK CERTIFICATE OF SERIES B EXHIBIT 4.3 Number Shares - ------ ------ -- -- CABLETRON SYSTEMS, INC. Series B Convertible Preferred Stock, $1.00 Par Value SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER AND CLASSES OF STOCK This certifies that -SPECIMEN- is the owner of -ZERO- shares, fully paid and non-assessable, of the Series B Convertible Preferred Stock of CABLETRON SYSTEMS, INC., a Delaware corporation, transferable only on the books of the corporation by the holder hereof in person or by attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the General Corporation Law of the State of Delaware and to the Certificate of Incorporation and the By-laws of the corporation, in each case as from time to time amended. IN WITNESS WHEREOF, CABLETRON SYSTEMS, INC. has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereto affixed this __ day of __________. - -------------------------------- --------------------------------- An one of Chairman, Any one of Treasurer, Vice Chairman, President or Vice Assistant Treasurer, Secretary or President Assistant Secretary [SEAL] RESTRICTIONS ON TRANSFER ------------------------ The Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated unless and until registered under the Act or unless the Corporation has received an opinion of counsel satisfactory to the Corporation and its counsel that such registration is not required. The holder of the securities represented by this certificate is subject to certain obligations contained in a Standstill Agreement dated as of August 29, 2000, a copy of which is available for inspection at the principal office of the issuer hereof, and will be furnished without charge to the holder of such securities upon written request. ASSIGNMENT ---------- For value received, the undersigned hereby sells, assigns and transfers to ______________________________ __________________ shares of the capital stock represented by this certificate, and does hereby irrevocably constitute and appoint _________________________________ attorney to transfer such stock on the books ___________________________________ with full power of substitution in the premises. Dated _____________________ Signature of registered owner corresponding exactly to the name of such owner as written on the face of this certificate. 2