Common Stock Certificate for RAM Energy Resources, Inc.

Summary

This document certifies ownership of fully paid and non-assessable shares of common stock in RAM Energy Resources, Inc., a Delaware corporation. The certificate is transferable upon proper endorsement and surrender, and is only valid when countersigned by the designated transfer agent. It outlines the rights of stockholders and provides instructions for transferring shares. The certificate also includes security measures for lost or stolen certificates, requiring a bond for replacement. The parties involved are the shareholder, RAM Energy Resources, Inc., and the transfer agent, Continental Stock Transfer & Trust Company.

EX-4.2 5 ram8kexh42-051206.txt EXHIBIT 4.2 [FACE OF CERTIFICATE] NUMBER C COMMON STOCK [LOGO] RAM Energy Resources, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES CUSIP 75130P 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT: is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001 PAR VALUE EACH OF RAM Energy Resources, Inc. transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: /sig/ SECRETARY [SEAL] /sig/ PRESIDENT COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY (JERSEY CITY, NJ) TRANSFER AGENT BY AUTHORIZED OFFICER [REVERSE OF CERTIFICATE] RAM ENERGY RESOURCES, INC. 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 of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-- .....(Cust)..... Custodian .....(Minor)..... 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 capital 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 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 WHATSOEVER. 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). KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.