Exult, Inc. Common Stock Certificate

Summary

This document certifies that the named holder owns fully paid and nonassessable shares of common stock in Exult, Inc., a Delaware corporation. The certificate allows the holder to transfer ownership by proper endorsement and registration with the transfer agent, U.S. Stock Transfer Corporation. It outlines procedures for replacement if lost or destroyed and provides information on how to request details about stock rights and restrictions. The certificate must be signed and guaranteed for any transfer to be valid.

EX-4.2 2 0002.txt EXHIBIT 4.2 1 NUMBER SHARES XLT COMMON STOCK [EXULT LOGO] COMMON STOCK INCORPORATED UNDER THE Process Excellence, SEE REVERSE LAWS OF THE STATE OF Proven Results FOR DELAWARE CERTAIN DEFINITIONS AND RESTRICTIONS CUSIP 302284 13 4 ================================================================================ This Certifies that is the record holder of ================================================================================ FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0001 PAR VALUE PER SHARE, OF EXULT, INC. transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the signatures of its duly authorized officers. Dated: DOUGLAS L. SHURTLEFF [EXULT, INC. SEAL] JAMES C. MADDEN, V TREASURER PRESIDENT ________________________________________________________________________________ [LOGO] COUNTERSIGNED AND REGISTERED: U.S. STOCK TRANSFER CORPORATION TRANSFER AGENT AND REGISTRANT BY AUTHORIZED SIGNATURE 2 The Corporation will furnish without charge to each stockholder who so requests 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. 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 MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 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 (Cust) (Minor) JT TEN - as joint tenants under Uniform Gift to Minors with right of Act _______________________________ survivorship and not (State) as tenants in common UNIF TRF MIN ACT - ________________ Custodian (until age ____) (Cust) ____________________ under Uniform Transfer 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 AGREEMENT 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, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15