Stock Certificate Transfer and Assignment Provisions for Unregistered Securities
This document outlines the terms for transferring shares represented by a stock certificate issued by a corporation. It explains that the shares may not be registered with the SEC and can only be sold or transferred under certain legal exemptions or with proper registration. The certificate holder can request information about the rights and preferences of the stock. Transfers require proper documentation and may involve legal opinions. The document also covers how shares can be held (e.g., joint tenants, tenants in common, custodianships) and the process for assigning shares to another party.
Exhibit 4.2
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. The number of shares represented by this certificate may be less than the number set forth on the face as a result of conversion of shares. The Corporation will confirm the number of shares represented by this certificate upon written request made by the record holder.
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
| TEN COM - as tenants in common | UNIF GIFT MIN ACT - ____ Custodian ____ (Minor) |
| TEN ENT - as tenants by the entireties | under Uniform Gifts to Minors Act _________ (State) |
| JT TEN - as joint tenants with right of survivorship | UNIF TRF MIN ACT - ____ Custodian _____ (Minor) |
| and not as tenants in common | under ______ (State) Uniform Transfer to Minors Act |
| For value received, the undersigned hereby sells, assigns and transfers unto | PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
| PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE |
| Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints |
| Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises. |
| Date, __________________________ |
| In presence of ________________________________________ |
