EpicEdge, Inc. Series A Convertible Preferred Stock Certificate (Specimen)

Summary

This document is a specimen certificate for Series A Convertible Preferred Stock issued by EpicEdge, Inc. It certifies ownership of a specified number of shares, subject to transfer restrictions and certain rights of first refusal by the company. The shares are not registered under the Securities Act of 1933 and may only be transferred under specific conditions. The certificate also notes that the shares were issued upon exercise of an incentive stock option and outlines requirements for preferential tax treatment. The certificate must be properly endorsed for any transfer.

EX-4.2 3 d01266exv4w2.txt SPECIMEN SERIES A PREFERRED STOCK CERTIFICATE EXHIBIT 4.2 Main doc. no.: See footer below. Data doc. no.: __________ Legends doc. no.: __________ Receipts doc. no.: __________ INCORPORATED UNDER THE LAWS OF TEXAS June 5, 1979 SERIES A CONVERTIBLE PREFERRED No. [_____] **[Number of Shares]** EPICEDGE, INC. S P E C I M E N TRANSFER SUBJECT TO RESTRICTIONS LEGENDED ON THE REVERSE OF THIS CERTIFICATE THIS CERTIFIES THAT [NAME OF STOCKHOLDER] is the owner of [Number of Shares] Shares of the Series A Convertible Preferred Stock, par value $.01 per share, of EpicEdge, Inc. transferable only on the books of the corporation by the holder hereof in person or by duly authorized attorney on surrender of this certificate properly endorsed. In Witness Whereof, the duly authorized officers of this corporation have hereunder subscribed their names and caused the corporate seal to be hereto affixed on this _____ day of ___________________, ______. ______________________________ ______________________________ SECRETARY PRESIDENT THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION. THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("ISO"). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOS, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO THE LATER OF TWO YEARS AFTER THE DATE OF OPTION GRANT OR ONE YEAR AFTER THE DATE OF EXERCISE. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE. A STATEMENT OF ALL THE DESIGNATIONS, PREFERENCES, RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS GRANTED TO OR IMPOSED UPON THE RESPECTIVE CLASSES AND/OR SERIES OF SHARES OF STOCK OF THE CORPORATION AND UPON THE HOLDERS THEREOF MAY BE OBTAINED BY ANY STOCKHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. - -------------------------------------------------------------------------------- For Value Received, the undersigned hereby sells, assigns and transfers unto _____________________________________ Shares of the Capital Stock represented by the within certificate, and does hereby irrevocably constitute and appoint _______________________________________ to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises. Dated _____________________________ In presence of _____________________________ ____________________________ Witness Registered Holder Notice: The signature of this 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. - --------------------------------------------------------------------------------